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Common use of Reaffirmation Clause in Contracts

Reaffirmation. By executing and delivering a counterpart hereof, (i) each Borrower hereby agrees that all Loans incurred by the Borrowers (including, without limitation, the 2013 New First-Lien Term Loans incurred by the US Borrower, the 2013 Converted Existing First-Lien Term Loans and the 2013 Converted Extended First-Lien Term Loans incurred pursuant to the 2013 Term Loan Conversion) and all Revolving Credit Exposure (including, without limitation, Revolving Credit Exposure incurred pursuant to the 2013 Extended Revolving Credit Commitments) shall be guaranteed pursuant to the First-Lien Guarantee and Collateral Agreement (as amended hereby) in accordance with the terms and provisions thereof and shall be secured pursuant to the First-Lien Security Documents (as amended hereby) in accordance with the terms and provisions thereof and (ii) each Borrower and each other Loan Party hereby (A) agrees that, notwithstanding the effectiveness of this Second Amendment, after giving effect to this Second Amendment, the First-Lien Security Documents continue to be in full force and effect and (B) affirms and confirms all of its obligations and liabilities under the Credit Agreement and each other Loan Document (including the 2013 New First-Lien Term Loans, the 2013 Converted Existing First-Lien Term Loans, the 2013 Converted Extended First-Lien Term Loans and the Revolving Credit Exposure related to the 2013 Extended Revolving Credit Commitments), in each case after giving effect to this Second Amendment, including its guarantee of the Obligations and the pledge of and/or grant of a security interest in its assets as Collateral pursuant to the Security Documents (as amended hereby) to secure such Obligations, all as provided in the Security Documents (as amended hereby), and acknowledges and agrees that such obligations, liabilities, guarantee, pledge and grant continue in full force and effect in respect of, and to secure, such Obligations under the Credit Agreement and the other Loan Documents, in each case after giving effect to this Second Amendment.

Appears in 2 contracts

Samples: Credit Agreement (Univision Holdings, Inc.), Credit Agreement (Univision Holdings, Inc.)

Reaffirmation. By executing and delivering a counterpart hereof, (ia) each Borrower Guarantor hereby agrees that all Loans incurred by that, as of the Borrowers (including, without limitation, the 2013 New First-Lien Term Loans incurred by the US Borrower, the 2013 Converted Existing First-Lien Term Loans Effective Date and after giving effect to this Agreement and the 2013 Converted Extended First-Lien Term Loans incurred pursuant to transactions contemplated hereby, all Obligations of the 2013 Term Loan Conversion) Borrower that constitute Guarantor Obligations (as defined in the Guarantee and all Revolving Credit Exposure (including, without limitation, Revolving Credit Exposure incurred pursuant to the 2013 Extended Revolving Credit CommitmentsCollateral Agreement) shall be guaranteed pursuant to the First-Lien Guarantee Guaranty and Collateral Agreement (as amended hereby) in accordance with the terms and provisions thereof and each Loan Party hereby agrees that, as of the Effective Date and after giving effect to this Agreement and the transactions contemplated hereby, all Secured Obligations (as defined in the Guarantee and Collateral Agreement) of such Loan Party shall be secured pursuant to the First-Lien Security Documents (as amended hereby) in accordance with the terms and provisions thereof and thereof, (iib) each Borrower and each other Loan Party hereby (Ai) agrees that, notwithstanding the effectiveness of this Second AmendmentAgreement, as of the Effective Date and after giving effect to this Second Amendmenthereto, the First-Lien Security Loan Documents continue to be in full force and effect, (ii) agrees that, as of the Effective Date and after giving effect to this Agreement and the transactions contemplated hereby, all of the Liens and security interests created and arising under each Security Document remain in full force and effect on a continuous basis with the priority required pursuant to the Loan Documents, and (Biii) affirms and confirms all of its obligations and liabilities under the Credit Agreement and each other Loan Document (including the 2013 New First-Lien Term Loans, the 2013 Converted Existing First-Lien Term Loans, the 2013 Converted Extended First-Lien Term Loans and the Revolving Credit Exposure related to the 2013 Extended Revolving Credit Commitments)which it is a party, in each case after giving effect to this Second Amendment, including its guarantee of the Obligations and the pledge of and/or grant of a security interest in its assets as Collateral pursuant to the Security Documents (as amended hereby) to secure such Obligations, all as provided in the Security Documents (as amended hereby), and acknowledges and agrees that such obligations, liabilities, guarantee, pledge and grant continue in full force and effect in respect of, and to secure, such Obligations under the Credit Agreement and the transactions contemplated hereby, and (c) each Guarantor agrees that nothing in the Credit Agreement, this Agreement or any other Loan Documents, in each case after giving effect Document that did not require the consent of such Guarantor to any amendment prior to this Second AmendmentAgreement shall now be deemed to require the consent of such Guarantor to any future modification to the Credit Agreement.

Appears in 2 contracts

Samples: Commitment Increase Agreement (Eos Energy Enterprises, Inc.), Commitment Increase Agreement (Eos Energy Enterprises, Inc.)

Reaffirmation. By executing and delivering a counterpart hereof, (i) each Borrower Each of the Loan Parties hereby agrees that all Loans incurred by the Borrowers (including, without limitation, the 2013 New First-Lien Term Loans incurred by the US Borrower, the 2013 Converted Existing First-Lien Term Loans and the 2013 Converted Extended First-Lien Term Loans incurred pursuant consents to the 2013 Term Loan Conversion) amendment of the Credit Agreement described in Section 1 of this Amendment and all Revolving Credit Exposure (includinghereby confirms its respective obligations, without limitationas applicable, Revolving Credit Exposure incurred pursuant under and subject to the 2013 Extended Revolving Credit Commitments) shall be guaranteed pursuant terms of each of the Loan Documents to the First-Lien Guarantee which it is party, and Collateral Agreement (as amended hereby) in accordance with the terms confirms, agrees and provisions thereof and shall be secured pursuant to the First-Lien Security Documents (as amended hereby) in accordance with the terms and provisions thereof and (ii) each Borrower and each other Loan Party hereby (A) agrees acknowledges that, notwithstanding the effectiveness consummation of this Second Amendment, after giving effect such obligations, and the terms of each of the Loan Documents to which it is a party, except as expressly modified by this Second Amendment, are not affected or impaired in any manner whatsoever and shall continue to be in full force and effect. Each of the First-Lien Security Loan Parties hereby further confirms its respective prior pledges and grants of security interests under and subject to the Loan Documents to which it is a party, and confirms, agrees and acknowledges that, notwithstanding the consummation of this Amendment, such prior guarantees, pledges, and grants of security interests are not affected or impaired in any manner whatsoever and shall continue to be in full force and effect and (B) affirms shall also guarantee and confirms secure all of its obligations as amended and liabilities under reaffirmed pursuant to the Credit Agreement and each other Loan Document (including the 2013 New First-Lien Term Loans, the 2013 Converted Existing First-Lien Term Loans, the 2013 Converted Extended First-Lien Term Loans and the Revolving Credit Exposure related to the 2013 Extended Revolving Credit Commitments), in each case after giving effect to this Second Amendment, including its guarantee . Each of the Obligations and the pledge of and/or grant of a security interest in its assets as Collateral pursuant to the Security Documents (as amended hereby) to secure such ObligationsLoan Parties confirms, all as provided in the Security Documents (as amended hereby), and acknowledges and agrees that such obligations, liabilities, guarantee, pledge the 2020 Term A Lenders are “Lenders” and grant continue in full force and effect in respect of, and to secure, such Obligations “Secured Parties” for all purposes under the Credit Loan Documents. For the avoidance of doubt, each Loan Party hereby reaffirms the provisions of Section 2.1 of the Security Agreement and agrees that all references in the other Loan Documents, in each case after giving effect Security Agreement to this Second Amendmentthe “Secured Obligations” shall include the 2020 Term A Loans.

Appears in 2 contracts

Samples: Credit Agreement (Maxlinear Inc), Credit Agreement (Maxlinear Inc)

Reaffirmation. By executing and delivering a counterpart copy hereof, (i) each Borrower and each other Loan Party hereby (A) agrees that all Loans incurred by the Borrowers (including, without limitation, the 2013 New First-Lien 2021 Refinancing Term Loans incurred by the US Borrower, the 2013 Converted Existing First-Lien Term Loans and the 2013 Converted Extended First-Lien Term Loans incurred pursuant to the 2013 Term Loan ConversionLoans) and all Revolving Credit Exposure are (including, without limitation, Revolving Credit Exposure incurred pursuant to the 2013 Extended Revolving Credit Commitmentsor shall be) shall be guaranteed pursuant to the First-Lien Guarantee and Collateral Agreement (as amended hereby) in accordance with the terms and provisions thereof and are (or shall be be) secured pursuant to the First-Lien Security Documents (as amended hereby) in accordance with the terms and provisions thereof and (ii) each Borrower and each other Loan Party hereby (A) reaffirms its prior grant and the validity of the Liens granted by it pursuant to the Security Documents, (B) agrees that, notwithstanding the effectiveness of this Second Amendment, after giving effect to this Second AmendmentAmendment and the taking of the actions set forth on Exhibit B, the First-Lien Guarantee Agreement and the Liens created pursuant to the Security Documents for the benefit of the Secured Parties (including, without limitation, the Refinancing Lenders) continue to be in full force and effect effect, subject to the Perfection Requirements and permitted non-perfection and (BC) affirms affirms, acknowledges and confirms all of its obligations and liabilities under the Amended Credit Agreement Agreement, and each other Loan Document (including the 2013 New First-Lien Term Loans, the 2013 Converted Existing First-Lien Term Loans, the 2013 Converted Extended First-Lien Term Loans and the Revolving Credit Exposure related to the 2013 Extended Revolving Credit Commitments), in each case after giving effect to this Second Amendment, including its guarantee of the Obligations and the pledge of and/or grant of which it is a security interest in its assets as Collateral pursuant to the Security Documents (as amended hereby) to secure such Obligationsparty, all as provided in the Security Documents (as amended hereby)such Loan Documents, and acknowledges and agrees that such obligations, liabilities, guarantee, pledge obligations and grant liabilities continue in full force and effect in respect of, and in the case of Liens arising under the Loan Documents to secure, such the Secured Obligations under the Credit Agreement and the other Loan DocumentsDocuments (including, without limitation, the Secured Obligations with respect to the 2021 Refinancing Term Loans), in each case after giving effect to this Second AmendmentAmendment and the taking of the actions set forth on Exhibit B and subject to the Perfection Requirements and permitted non-perfection.

Appears in 2 contracts

Samples: First Lien Credit Agreement (Clarios International Inc.), First Lien Credit Agreement (Clarios International Inc.)

Reaffirmation. By executing (a) To induce the Lenders and delivering the Administrative Agent to enter into this Amendment, each of the Loan Parties and Gibraltar Holdings hereby acknowledges and reaffirms its obligations under each Loan Document to which it is a counterpart hereofparty, (i) each Borrower hereby agrees that all Loans incurred by the Borrowers (including, without limitation, any grant, pledge or collateral assignment of a lien or security interest, as applicable, contained therein, in each case as amended, restated, amended and restated, supplemented or otherwise modified prior to or as of the 2013 New First-Lien Term Loans incurred by date hereof . The Borrower acknowledges and agrees that each of the US Borrower, the 2013 Converted Existing First-Lien Term Loans and the 2013 Converted Extended First-Lien Term Loans incurred pursuant Loan Documents to the 2013 Term Loan Conversion) and all Revolving Credit Exposure (including, without limitation, Revolving Credit Exposure incurred pursuant to the 2013 Extended Revolving Credit Commitments) which it is a party or otherwise bound shall be guaranteed pursuant to the First-Lien Guarantee and Collateral Agreement (as amended hereby) in accordance with the terms and provisions thereof and shall be secured pursuant to the First-Lien Security Documents (as amended hereby) in accordance with the terms and provisions thereof and (ii) each Borrower and each other Loan Party hereby (A) agrees that, notwithstanding the effectiveness of this Second Amendment, after giving effect to this Second Amendment, the First-Lien Security Documents continue to be in full force and effect and (B) affirms and confirms that all of its obligations thereunder shall not be impaired or limited by the execution or effectiveness of this Amendment. (b) In furtherance of the foregoing clause (a), Gibraltar Holdings and liabilities each of the Loan Parties that is party to any Security Document, in its capacity as a “grantor”, “pledgor” or other similar capacity under such Security Document (in such capacity, each a “Reaffirming Party”), hereby acknowledges that it has reviewed and consents to the terms and conditions of this Amendment and the transactions contemplated hereby. In addition, each Reaffirming Party reaffirms the security interests granted by such Reaffirming Party under the Credit Agreement terms and each other Loan Document (including the 2013 New First-Lien Term Loans, the 2013 Converted Existing First-Lien Term Loans, the 2013 Converted Extended First-Lien Term Loans and the Revolving Credit Exposure related to the 2013 Extended Revolving Credit Commitments), in each case after giving effect to this Second Amendment, including its guarantee conditions of the Obligations and the pledge of and/or grant of a security interest in its assets as Collateral pursuant to the Security Documents (as amended herebyin each case, to the extent a party thereto) to secure such Obligations, all as provided in the Security Documents (as amended hereby), and acknowledges Secured Obligations and agrees that such obligations, liabilities, guarantee, pledge and grant continue security interests remain in full force and effect in respect ofand are hereby ratified, reaffirmed and confirmed. Each Reaffirming Party hereby (i) confirms that each Security Document to which it is a party or is otherwise bound and all Collateral encumbered thereby will continue to secure, to the fullest extent possible in accordance with the Security Documents, the payment and performance of the Secured Obligations, including without limitation the payment and performance of all such applicable Secured Obligations under the Credit Agreement that are joint and the other Loan Documentsseveral obligations of each Guarantor and each Reaffirming Party now or hereafter existing, in each case after giving effect pursuant to this Second Amendmentthe terms of the Security Documents such Reaffirming Party is a party to, (ii) confirms its respective grant to the Collateral Trustee for the benefit of the Secured Parties of the security interest in and continuing Lien on all of such Reaffirming Party’s right, title and interest in, to and under all Collateral to which such Reaffirming Party granted a security interest in and a continuing Lien on pursuant to the terms of the Security Documents to which such Reaffirming Party is party to, in each case whether now owned or existing or hereafter acquired or arising and wherever located, as collateral security for the prompt and complete payment and performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise, of all applicable Secured Obligations, subject to the terms contained in the applicable Loan Documents and (iii) confirms its respective pledges, grants of security interests and other obligations, as applicable, under and subject to the terms of each of the Security Documents to which it is a party.

Appears in 2 contracts

Samples: Credit Agreement (Peabody Energy Corp), Credit Agreement (Peabody Energy Corp)

Reaffirmation. By executing its signature set forth below, each Credit Party hereby ratifies and delivering a counterpart hereof, (i) each Borrower hereby agrees that all Loans incurred by confirms to the Borrowers (including, without limitation, the 2013 New First-Lien Term Loans incurred by the US Borrower, the 2013 Converted Existing First-Lien Term Loans Administrative Agent and the 2013 Converted Extended First-Lien Term Loans incurred pursuant to the 2013 Term Loan Conversion) and all Revolving Credit Exposure (including, without limitation, Revolving Credit Exposure incurred pursuant to the 2013 Extended Revolving Credit Commitments) shall be guaranteed pursuant to the First-Lien Guarantee and Collateral Agreement (as amended hereby) in accordance with the terms and provisions thereof and shall be secured pursuant to the First-Lien Security Documents (as amended hereby) in accordance with the terms and provisions thereof and (ii) each Borrower and each other Loan Party hereby (A) agrees Lenders that, notwithstanding the effectiveness of this Second Amendment, after giving effect to this Second AmendmentAgreement and the transactions contemplated hereby, each of the First-Lien Credit Agreement, each Security Documents continue Document and each other Credit Document to be which such Credit Party is a party continues in full force and effect and (B) affirms is the legal, valid and binding obligation of such Credit Party, enforceable against such Credit Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws relating to or limiting creditors’ rights generally or by equitable principles and each Credit Party hereby ratifies and confirms each such Credit Document. Except as expressly set forth herein, the execution of this Agreement shall not operate as a waiver of any right, power or remedy of the Administrative Agent or Lenders, constitute a waiver of any provision of any of the Credit Documents or serve to effect a novation of the Obligations. Each Credit Party (i) acknowledges receipt of a copy of this Agreement and all other agreements, documents and instruments executed and/or delivered in connection herewith, (ii) consents to the terms and conditions of its same without prejudice to any Credit Party’s liability pursuant to any of the Credit Documents, (iii) agrees and acknowledges that each of the Credit Documents remains in full force and effect, that such Credit Party’s obligations thereunder are without defense, setoff and liabilities counterclaim and that each of the Credit Documents is hereby ratified and confirmed, and (iv) ratifies and reaffirms each waiver of such Credit Party set forth in the Credit Documents to which it is a party. Each Credit Party hereby acknowledges that it has reviewed and consents to the terms and conditions of this Agreement and the transactions contemplated hereby. In addition, each Credit Party reaffirms in all respects the security interests and Liens granted by such Credit Party in and to the Collateral under the Credit Agreement terms and each other Loan Document (including the 2013 New First-Lien Term Loans, the 2013 Converted Existing First-Lien Term Loans, the 2013 Converted Extended First-Lien Term Loans and the Revolving Credit Exposure related to the 2013 Extended Revolving Credit Commitments), in each case after giving effect to this Second Amendment, including its guarantee conditions of the Obligations and the pledge of and/or grant of a security interest in its assets as Collateral pursuant to the Security Documents (as amended hereby) to secure such Obligations, all as provided in the Security Documents (as amended hereby), and acknowledges Obligations and agrees that such obligations, liabilities, guarantee, pledge security interests and grant continue Liens remain in full force and effect and are hereby ratified, reaffirmed and confirmed in respect of, and to secure, such Obligations under the Credit Agreement and the other Loan Documents, in each case after giving effect to this Second Amendmentall respects.

Appears in 2 contracts

Samples: Forbearance Agreement (California Resources Corp), Forbearance Agreement (California Resources Corp)

Reaffirmation. By executing and delivering a counterpart hereof, (a) Each of the Reaffirming Parties (i) each Borrower hereby agrees that all Loans incurred by acknowledges receipt of a copy of the Borrowers (including, without limitation, Credit Agreement and consents to the 2013 New First-Lien Term Loans incurred by the US Borrower, the 2013 Converted Existing First-Lien Term Loans Credit Agreement and the 2013 Converted Extended First-Lien Term Loans incurred pursuant to transactions contemplated thereby, including the 2013 Term Loan Conversion) and all Revolving Credit Exposure (includingTransactions, without limitation, Revolving Credit Exposure incurred pursuant to the 2013 Extended Revolving Credit Commitments) shall be guaranteed pursuant to the First-Lien Guarantee and Collateral Agreement (as amended hereby) in accordance with the terms and provisions thereof and shall be secured pursuant to the First-Lien Security Documents (as amended hereby) in accordance with the terms and provisions thereof and (ii) each Borrower without limiting its obligations under, or the provisions of, the Guarantee Agreement, hereby confirms its respective guarantees, as applicable, under the Guarantee Agreement, (iii) without limiting its obligations under, or the provisions of, the Collateral Agreement, hereby confirms its respective assignments, pledges and grants of security interests, as applicable, under the Collateral Agreement and each of the other Loan Party Documents to which it is party, (iv) without limiting its obligations under, or the provisions of, any Loan Document, hereby confirms that the obligations of the Borrower under the Credit Agreement are entitled to the benefits of the guarantees and the security interests set forth or created in the Guarantee Agreement, the Collateral Agreement and the other Loan Documents and constitute “Obligations”, “Loan Document Obligations”, “Secured Obligations” or other similar term for purposes thereof, (Av) hereby agrees that, notwithstanding the effectiveness of this Second Amendmentthe Credit Agreement and the Transactions, after giving effect to this Second Amendmentsuch guarantees, the First-Lien Security Documents and pledges and grants of security interests, as applicable, shall continue to be in full force and effect and shall continue to inure to the benefit of the Lenders and the other Secured Parties and (Bvi) affirms hereby ratifies and confirms that all Liens granted, conveyed, or assigned to the Administrative Agent by such Person pursuant to any Loan Document to which it is a party remain in full force and effect, are not released or reduced, and continue to secure full payment and performance of its the obligations and liabilities under the Credit Agreement (such consents, confirmations and each other Loan Document (including the 2013 New First-Lien Term Loansagreements, collectively, the 2013 Converted Existing First-Lien Term Loans, the 2013 Converted Extended First-Lien Term Loans and the Revolving Credit Exposure related to the 2013 Extended Revolving Credit Commitments“Reaffirmation”), in each case after giving effect to this Second Amendment, including its guarantee . (b) Each of the Obligations and Reaffirming Parties further agrees to take any action that may be required or that is requested by the pledge Administrative Agent to ensure compliance by Holdings or the Borrower with the provisions of and/or grant Section 5.12 of a security interest in its assets as Collateral pursuant to the Security Documents (as amended hereby) to secure such Obligations, all as provided in the Security Documents (as amended hereby), and acknowledges and agrees that such obligations, liabilities, guarantee, pledge and grant continue in full force and effect in respect of, and to secure, such Obligations under the Credit Agreement and the other hereby reaffirms its obligations under each similar provision of each Loan Documents, in each case after giving effect Document to this Second Amendmentwhich it is a party.

Appears in 2 contracts

Samples: Credit Agreement (Virtu Financial, Inc.), Credit Agreement (Virtu Financial, Inc.)

Reaffirmation. By executing The Borrower, on behalf of itself and delivering a counterpart each other Credit Party, hereby expressly acknowledges the terms of this Agreement and confirms and reaffirms, as of the date hereof, (i) the prior obligations, covenants, guarantees, pledges, grants of Liens and security interests and agreements or other commitments contained in each Borrower hereby agrees that all Loans incurred by Credit Document to which a Credit Party is a party, including, in each case, such obligations, covenants, guarantees, pledges, grants of Liens and security interests and agreements or other commitments as in effect immediately after giving effect to this Agreement and the Borrowers transactions contemplated hereby, (ii) each Credit Party’s guarantee of the Obligations (including, without limitation, the 2013 New First-Lien Term Loans incurred by the US Borrower, the 2013 Converted Existing First-Lien Term Loans Incremental Revolving Credit Commitments and the 2013 Converted Extended First-Lien Term Loans incurred pursuant to the 2013 Term Loan Conversion) and all Incremental Revolving Credit Exposure Loans) under each Guarantee, as applicable, (iii) each Credit Party’s prior grant of Liens and security interests on the Collateral to secure the Obligations (including, without limitation, the Obligations with respect to the Incremental Revolving Credit Exposure incurred Commitments and the Incremental Revolving Credit Loans) pursuant to the 2013 Extended Revolving Credit Commitments) shall be guaranteed pursuant to the First-Lien Guarantee and Collateral Agreement (as amended hereby) in accordance with the terms and provisions thereof and shall be secured pursuant to the First-Lien Security Documents (as amended hereby) in accordance with the terms and provisions thereof and (ii) each Borrower and each other Loan Party hereby (Aiv) agrees that, notwithstanding the effectiveness of this Second Amendment, that after giving effect to this Second Amendment, Agreement and the First-Lien Security Documents transactions contemplated hereby (A) each Credit Document to which a Credit Party is a party is ratified and affirmed in all respects and shall continue to be in full force and effect and (B) affirms all guarantees, pledges, grants of Liens and confirms all of its obligations security interests, covenants, agreements and liabilities other commitments by any Credit Party under the Credit Agreement and each other Loan Document (including the 2013 New First-Lien Term Loans, the 2013 Converted Existing First-Lien Term Loans, the 2013 Converted Extended First-Lien Term Loans and the Revolving Credit Exposure related Documents shall continue to the 2013 Extended Revolving Credit Commitments), in each case after giving effect to this Second Amendment, including its guarantee of the Obligations and the pledge of and/or grant of a security interest in its assets as Collateral pursuant to the Security Documents (as amended hereby) to secure such Obligations, all as provided in the Security Documents (as amended hereby), and acknowledges and agrees that such obligations, liabilities, guarantee, pledge and grant continue be in full force and effect and shall accrue to the benefit of the Secured Parties and shall not be affected, impaired or discharged hereby or by the transactions contemplated in respect of, and to secure, such Obligations under the Credit Agreement and the other Loan Documents, in each case after giving effect to this Second AmendmentAgreement.

Appears in 2 contracts

Samples: Joinder Agreement (BrightSpring Health Services, Inc.), Joinder Agreement (BrightSpring Health Services, Inc.)

Reaffirmation. By executing (a) Each Loan Party hereby acknowledges, confirms and delivering a counterpart hereof, agrees that: (i) this Amendment has been duly executed and delivered by such Loan Party, and each Borrower hereby agrees that all Loans incurred by of the Borrowers (including, without limitation, the 2013 New First-Lien Term Loans incurred by the US Borrower, the 2013 Converted Existing First-Lien Term Loans and the 2013 Converted Extended First-Lien Term Loans incurred pursuant to the 2013 Term Loan Conversion) and all Revolving Credit Exposure (including, without limitation, Revolving Credit Exposure incurred pursuant to the 2013 Extended Revolving Credit Commitments) shall be guaranteed pursuant to the First-Lien Guarantee and Collateral Agreement (as amended hereby) in accordance with the terms and provisions thereof Documents is and shall be secured pursuant to the First-Lien Security Documents (as amended hereby) in accordance with the terms and provisions thereof and (ii) each Borrower and each other Loan Party hereby (A) agrees that, notwithstanding the effectiveness of this Second Amendment, after giving effect to this Second Amendment, the First-Lien Security Documents continue to be remain in full force and effect as of the date hereof, and (Bii) affirms the agreements and confirms all obligations of its obligations and liabilities under the Credit Agreement such Loan Party contained in this Amendment and each other of the Loan Document (including Documents constitute the 2013 New First-Lien Term Loanslegal, valid and binding obligations of such Loan Party, enforceable against it in accordance with their respective terms, and as of the 2013 Converted Existing First-Lien Term Loans, the 2013 Converted Extended First-Lien Term Loans and the Revolving Credit Exposure related date hereof such Loan Party has no valid defense to the 2013 Extended Revolving Credit Commitments)enforcement of such obligations. (b) Each Loan Party hereby acknowledges, in each case after giving effect to this Second Amendmentconfirms and agrees that (i) the Collateral Agent, including its guarantee on behalf of the Obligations Secured Parties, has and shall continue to have valid, enforceable and to the pledge extent provided in the Security Agreement, perfected first-priority liens upon and security interests in the Collateral (as defined in the Security Agreement) heretofore granted to the Collateral Agent, on behalf of and/or grant of a security interest in its assets as Collateral the Secured Parties, pursuant to the Security Agreement to the extent perfection is required by the Loan Documents and (ii) any other security interests, pledges, assignments or liens granted to the Collateral Agent pursuant to any Loan Document shall continue to be valid, enforceable first-priority liens and security interests, subject, in each case, only to Permitted Liens. (c) Each Loan Party hereby acknowledges, confirms and agrees that the Secured Obligations (as amended hereby) to secure such Obligations, all as provided defined in the Security Documents Agreement) (including, for the avoidance of doubt, the Additional Revolving Facility Commitments, any Revolving Loans made as amended hereby), part of the Additional Revolving Facility Commitments and acknowledges and agrees that such obligations, liabilities, guarantee, pledge and grant continue in full force and effect in respect of, and the Incremental Term Loans advanced by the Increasing Term Lenders pursuant to secure, such Obligations under the Credit terms of this Amendment) shall constitute obligations which are secured by the Security Agreement and guaranteed by the other Loan Documents, in each case after giving effect to this Second AmendmentSubsidiary Guaranty.

Appears in 2 contracts

Samples: Credit Agreement, Credit Agreement (Foresight Energy LP)

Reaffirmation. By executing and delivering a counterpart hereof, (i) each Borrower hereby agrees that all Loans incurred by the Borrowers (including, without limitation, the 2013 New First-Lien Term Loans incurred by the US Borrower, the 2013 Converted Existing First-Lien Term Loans and the 2013 Converted Extended First-Lien Term Loans incurred pursuant to the 2013 Term Loan Conversion) and all Revolving Credit Exposure (including, without limitation, all Revolving Credit Exposure incurred pursuant related to the 2013 2015 Extended Revolving Credit CommitmentsCommitments (as increased by the 2015 Revolving Commitment Increases)) shall be guaranteed pursuant to the First-Lien Guarantee and Collateral Agreement (as amended hereby) in accordance with the terms and provisions thereof and shall be secured pursuant to the First-Lien Security Documents (as amended hereby) in accordance with the terms and provisions thereof and (ii) each Borrower and each other Loan Party hereby (A) agrees that, notwithstanding the effectiveness of this Second Fifth Amendment, after giving effect to this Second Fifth Amendment, the First-Lien Security Documents continue to be in full force and effect and (B) affirms and confirms all of its obligations and liabilities under the Credit Agreement and each other Loan Document (including the 2013 New First-Lien Term Loansincluding, the 2013 Converted Existing First-Lien Term Loanswithout limitation, the 2013 Converted Extended First-Lien Term Loans and the all Revolving Credit Exposure related to the 2013 2015 Extended Revolving Credit CommitmentsCommitments (as increased by the 2015 Revolving Commitment Increases)), in each case after giving effect to this Second Fifth Amendment, including its guarantee of the Obligations and the pledge of and/or grant of a security interest in its assets as Collateral pursuant to the First-Lien Security Documents (as amended hereby) to secure such Obligations, all as provided in the First-Lien Security Documents (as amended hereby)Documents, and acknowledges and agrees that such obligations, liabilities, guarantee, pledge and grant continue in full force and effect in respect of, and to secure, such Obligations under the Credit Agreement and the other Loan Documents, in each case after giving effect to this Second Fifth Amendment. Each of the Administrative Agent, each 2015 Extended Revolving Credit Lender, each 2015 Incremental Revolving Credit Lender and each Issuing Bank hereby acknowledges that the reaffirmation contained in this Section 8 satisfies the requirement for a reaffirmation agreement with respect to the Security Documents as contemplated under clause (ii) of the second sentence of Section 2.25 of the Credit Agreement, solely as such requirement relates to the 2015 Revolving Credit Facility Financing.

Appears in 2 contracts

Samples: Credit Agreement (Univision Holdings, Inc.), Credit Agreement (Univision Holdings, Inc.)

Reaffirmation. By executing and delivering a counterpart hereof, (a) Each of the Reaffirming Parties (i) hereby consents to the DIP ABL Credit Agreement and the transactions contemplated thereby, (ii) hereby confirms its guarantees, pledges, hypothecs, grants of security interests and other agreements, as applicable, under each Borrower hereby of the Security Documents to which it is party, (iii) agrees that all Loans incurred by notwithstanding the Borrowers (including, without limitation, effectiveness of the 2013 New First-Lien Term Loans incurred by the US Borrower, the 2013 Converted Existing First-Lien Term Loans DIP ABL Credit Agreement and the 2013 Converted Extended First-Lien Term Loans incurred pursuant to consummation of the 2013 Term Loan Conversion) transactions contemplated thereby, such guarantees, pledges, hypothecs, grants of security interests and all Revolving Credit Exposure (including, without limitation, Revolving Credit Exposure incurred pursuant to the 2013 Extended Revolving Credit Commitments) other agreements shall be guaranteed pursuant to the First-Lien Guarantee remain continuous and Collateral Agreement (as amended hereby) unaffected in accordance with the terms and provisions thereof and of the Security Documents, shall be secured pursuant to the First-Lien Security Documents (as amended hereby) in accordance with the terms and provisions thereof and (ii) each Borrower and each other Loan Party hereby (A) agrees that, notwithstanding the effectiveness of this Second Amendment, after giving effect to this Second Amendment, the First-Lien Security Documents continue to be in full force and effect and, other than in respect of the Security Documents governed by Dutch law and Japanese law (B) affirms and confirms all which shall accrue to the benefit of its obligations and liabilities the Administrative Agent), shall accrue to the benefit of the Lenders under the DIP ABL Credit Agreement and each other Loan Document (including the 2013 New First-Lien Term Loans, obligations secured thereunder will be the 2013 Converted Existing First-Lien Term Loans, the 2013 Converted Extended First-Lien Term Loans and the Revolving Credit Exposure related to the 2013 Extended Revolving Credit Commitments), in each case after giving effect to this Second Amendment, including its guarantee of the Obligations and the pledge of and/or grant of a security interest in its assets obligations defined as Collateral pursuant to the Security Documents (as amended hereby) to secure such Obligations, all as provided in the Security Documents as those obligations have been amended pursuant to the DIP ABL Credit Agreement and (as amended hereby)iv) acknowledges that the pledges and security interests granted by each Domestic Loan Party under each Security Document to which it is a party shall have the priority and rights set forth in DIP Orders. Each of the Reaffirming Parties further agrees to take any action that may be required or that is reasonably requested by the Administrative Agent to ensure compliance by Holdings, Intermediate Holdings and acknowledges the Borrowers with Section 5.10 of the DIP ABL Credit Agreement and hereby reaffirms its obligations under each similar provision of each Security Document to which it is party. (b) Each of the Reaffirming Parties party to each of the Security Documents securing the Obligations of the Borrowers hereby confirms and agrees that such obligationsthe outstanding Loans and Letters of Credit have constituted and continue to constitute, liabilities, guarantee, pledge and grant continue Loan Document Obligations (as defined in full force and effect in respect of, and to secure, such Obligations under the Credit Agreement and the other Loan Documents, in each case after giving effect to this Second AmendmentGuarantee Agreement).

Appears in 2 contracts

Samples: Reaffirmation Agreement, Reaffirmation Agreement (Momentive Performance Materials Inc.)

Reaffirmation. By executing and delivering a counterpart hereof, (a) Each of the Reaffirming Parties (i) hereby consents to the DIP ABL Credit Agreement and the transactions contemplated thereby, (ii) hereby confirms its guarantees, pledges, hypothecs, grants of security interests and other agreements, as applicable, under each Borrower hereby of the Security Documents to which it is party, (iii) agrees that all Loans incurred by notwithstanding the Borrowers (including, without limitation, effectiveness of the 2013 New First-Lien Term Loans incurred by the US Borrower, the 2013 Converted Existing First-Lien Term Loans DIP ABL Credit Agreement and the 2013 Converted Extended First-Lien Term Loans incurred pursuant to consummation of the 2013 Term Loan Conversion) transactions contemplated thereby, such guarantees, pledges, hypothecs, grants of security interests and all Revolving Credit Exposure (including, without limitation, Revolving Credit Exposure incurred pursuant to the 2013 Extended Revolving Credit Commitments) other agreements shall be guaranteed pursuant to the First-Lien Guarantee remain continuous and Collateral Agreement (as amended hereby) unaffected in accordance with the terms and provisions thereof and of the Security Documents, shall be secured pursuant to the First-Lien Security Documents (as amended hereby) in accordance with the terms and provisions thereof and (ii) each Borrower and each other Loan Party hereby (A) agrees that, notwithstanding the effectiveness of this Second Amendment, after giving effect to this Second Amendment, the First-Lien Security Documents continue to be in full force and effect and and, other than in respect of the Security Documents governed by Dutch law (B) affirms and confirms all which shall accrue to the benefit of its obligations and liabilities the Administrative Agent), shall accrue to the benefit of the Lenders under the DIP ABL Credit Agreement and the obligations secured thereunder will be the obligations defined as such in the Security Documents as those obligations have been amended pursuant to the DIP ABL Credit Agreement and (iv) acknowledges that the pledges and security interests granted by each other Domestic Loan Party under each Security Document (including to which it is a party shall have the 2013 New First-Lien Term Loanspriority and rights set forth in DIP Orders. Each of the Reaffirming Parties further agrees to take any action that may be required or that is reasonably requested by the Administrative Agent to ensure compliance by Holdings, the 2013 Converted Existing First-Lien Term Loans, the 2013 Converted Extended First-Lien Term Loans and the Revolving Credit Exposure related to the 2013 Extended Revolving Credit Commitments), in each case after giving effect to this Second Amendment, including its guarantee Borrowers with Section 5.10 of the Obligations DIP ABL Credit Agreement, hereby reaffirms its obligations under each similar provision of each Security Document to which it is party and the pledge of and/or grant of a security interest in its assets as Collateral pursuant confirms, specifically with respect to the Security Documents (as amended hereby) to secure governed by Dutch law, that it was their intention and agreement at the moment of the creation of the security rights under such Obligationsdocuments, all as provided in and still is their intention and agreement, with the Administrative Agent that the Security Documents (were to secure the Obligations as amended hereby), and acknowledges restated from time to time including by way of an amendment and restatement as effected under the DIP ABL Credit Agreement. (b) Each of the Reaffirming Parties party to each of the Security Documents securing the Obligations of the Borrowers hereby confirms and agrees that such obligationsthe outstanding Loans and Letters of Credit have constituted and continue to constitute, liabilities, guarantee, pledge and grant continue Loan Document Obligations (as defined in full force and effect in respect of, and to secure, such Obligations under the Credit Agreement and the other Loan Documents, in each case after giving effect to this Second AmendmentGuarantee Agreement).

Appears in 2 contracts

Samples: Reaffirmation Agreement (Hexion Inc.), Reaffirmation Agreement

Reaffirmation. By executing and delivering a counterpart hereofsigning this Amendment, (i) each Borrower hereby agrees that all Loans incurred by the Borrowers (including, without limitation, the 2013 New First-Lien Term Loans incurred by the US Borrower, the 2013 Converted Existing First-Lien Term Loans and the 2013 Converted Extended First-Lien Term Loans incurred pursuant to the 2013 Term Loan Conversion) and all Revolving Credit Exposure (including, without limitation, Revolving Credit Exposure incurred pursuant to the 2013 Extended Revolving Credit Commitments) shall be guaranteed pursuant to the First-Lien Guarantee and Collateral Agreement (as amended hereby) in accordance with the terms and provisions thereof and shall be secured pursuant to the First-Lien Security Documents (as amended hereby) in accordance with the terms and provisions thereof and (ii) each Borrower and each other Loan Party hereby confirms that (Aa) agrees that, notwithstanding the effectiveness of this Second Amendment, after giving effect to this Second AmendmentAmendment and the transactions contemplated hereby, the First-Lien obligations of such Credit Parties under the Amended Credit Agreement (including with respect to the 2017 Additional Term Loans contemplated by this Agreement) and the other Credit Documents (i) are entitled to the benefits of the guarantees and the security interests set forth or created in the Amended Credit Agreement, the Security Agreement, the other Security Documents and the other Credit Documents, (ii) constitute “Guaranteed Obligations” and “Obligations” for purposes of the Amended Credit Agreement, the Security Agreement, the other Security Documents and all other Credit Documents, (iii) each Guarantor hereby confirms and ratifies its continuing unconditional obligations as Guarantor under the Credit Agreement as amended hereby with respect to all of the Guaranteed Obligations and (iv) each Credit Document to which such Credit Party is a party is, and shall continue to be be, in full force and effect and (B) affirms is hereby ratified and confirms confirmed in all of its obligations respects and liabilities under the Credit Agreement and each other Loan Document (including the 2013 New First-Lien Term Loans, the 2013 Converted Existing First-Lien Term Loans, the 2013 Converted Extended First-Lien Term Loans and the Revolving Credit Exposure related to the 2013 Extended Revolving Credit Commitments), in each case after giving effect to this Second Amendment, including its guarantee of the Obligations and the pledge of and/or grant of a security interest in its assets as Collateral pursuant to the Security Documents (as amended hereby) to secure such Obligations, all as provided in the Security Documents (as amended hereby), and acknowledges and agrees that such obligations, liabilities, guarantee, pledge and grant continue shall remain in full force and effect according to its terms (in respect ofthe case of the Credit Agreement, as amended hereby) and to secure, such Obligations under (b) each 2017 Additional Term Loan Lender shall be a “Secured Creditor” and a “Lender” (including without limitation for purposes of the definition of “Required Lenders” contained in Section 1.01 of the Amended Credit Agreement) for all purposes of the Amended Credit Agreement and the other Loan Credit Documents. Each Credit Party ratifies and confirms that all Liens granted, conveyed, or assigned to any Agent by such Person pursuant to any Credit Document to which it is a party remain in each case after giving effect full force and effect, are not released or reduced, and continue to this Second Amendmentsecure full payment and performance of the Obligations as increased hereby.

Appears in 2 contracts

Samples: Second Lien Term Loan Credit Agreement (PAE Inc), First Lien Term Loan Credit Agreement (PAE Inc)

Reaffirmation. By executing and delivering a counterpart hereof, (i) each Borrower hereby agrees that all Loans incurred by Each of the Borrowers (including, without limitation, the 2013 New First-Lien Term Loans incurred by the US Borrower, the 2013 Converted Existing First-Lien Term Loans and the 2013 Converted Extended First-Lien Term Loans incurred pursuant to the 2013 Term Loan Conversion) and all Revolving Credit Exposure (including, without limitation, Revolving Credit Exposure incurred pursuant to the 2013 Extended Revolving Credit Commitments) shall be guaranteed pursuant to the First-Lien Guarantee and Collateral Agreement (as amended hereby) in accordance with the terms and provisions thereof and shall be secured pursuant to the First-Lien Security Documents (as amended hereby) in accordance with the terms and provisions thereof and (ii) each Borrower and each other Guarantor identified on the signature pages hereto (collectively, the “Reaffirming Loan Parties”) hereby acknowledges that it expects to receive substantial direct and indirect benefits as a result of this Agreement and the transactions contemplated hereby. Each Reaffirming Loan Party hereby consents to this Agreement and the transactions contemplated hereby, and hereby confirms its respective guarantees (A) including in respect of the Incremental Term Loans), pledges and grants of security interests, as applicable, under each of the Loan Documents to which it is party, and agrees that, notwithstanding the effectiveness of this Second AmendmentAgreement and the transactions contemplated hereby, after giving effect to this Second Amendmentsuch guarantees, the First-Lien Security Documents pledges and grants of security interests shall continue to be in full force and effect and shall accrue to the benefit of the Secured Parties (B) affirms and confirms all including in respect of its obligations and liabilities under the Incremental Term Loan Lenders). Each of the Reaffirming Loan Parties agrees that, neither the modification of the Credit Agreement and each other Loan Document (including the 2013 New First-Lien Term Loans, the 2013 Converted Existing First-Lien Term Loans, the 2013 Converted Extended First-Lien Term Loans and the Revolving Credit Exposure related to the 2013 Extended Revolving Credit Commitments), in each case after giving effect to this Second Amendment, including its guarantee of the Obligations and the pledge of and/or grant of a security interest in its assets as Collateral effected pursuant to the Security Documents Agreement nor the execution, delivery, performance or effectiveness of this Agreement (a) impairs the validity, effectiveness or priority of Liens granted pursuant to any Loan Document, and such Liens continue unimpaired with the same priority to secure repayment of all Obligations (as amended hereby) to secure such Obligations, all as provided defined in the Security Documents (as amended herebyGuarantee and Collateral Agreement and including the Incremental Term Loan), whether heretofore or hereafter incurred or (b) require that any new filings be made or other action taken to perfect or to maintain the perfection of such Liens. Each of the Reaffirming Loan Parties further agrees to take any action that may be required or that is reasonably requested by the Administrative Agent to effect the purposes of this Agreement, the transactions contemplated hereby or the Loan Documents and acknowledges and agrees that such obligations, liabilities, guarantee, pledge and grant continue in full force and effect in respect of, and hereby reaffirms its obligations under each provision of each Loan Document to secure, such Obligations under the Credit Agreement and the other Loan Documents, in each case after giving effect to this Second Amendmentwhich it is party.

Appears in 2 contracts

Samples: Term Loan Credit Agreement (T-Mobile US, Inc.), Term Loan Facility Amendment (T-Mobile US, Inc.)

Reaffirmation. By executing and delivering a counterpart hereof, (i) each Borrower Each of the Reaffirming Parties hereby agrees that all Loans incurred by consents to the Borrowers (including, without limitation, the 2013 New First-Lien Term Loans incurred by the US Borrower, the 2013 Converted Existing First-Lien Term Loans Incremental Agreement and the 2013 Converted Extended First-Lien Term Loans incurred pursuant transactions contemplated thereby and hereby confirms its respective guarantees, pledges, grants of security interests and other obligations, as applicable, under and subject to the 2013 Term terms of each of the Loan Conversion) and all Revolving Credit Exposure Documents to which it is party (including, without limitation, Revolving Credit Exposure incurred pursuant to including the 2013 Extended Revolving Credit Commitments) shall be guaranteed pursuant to the First-Lien Guarantee and Collateral Agreement (Agreement, as amended hereby) in accordance with by the terms 2011 Amendment Agreement), and provisions thereof and shall be secured pursuant to the First-Lien Security Documents (as amended hereby) in accordance with the terms and provisions thereof and (ii) each Borrower and each other Loan Party hereby (A) agrees that, notwithstanding the effectiveness of this Second Amendmentthe Incremental Agreement, after giving effect such guarantees, pledges, grants of security interests and other obligations, and the terms of each of the Loan Documents to this Second Amendmentwhich it is a party, the First-Lien Security Documents are not impaired or affected in any manner whatsoever and shall continue to be in full force and effect and (B) affirms and confirms and, upon the consummation of the transactions contemplated by the Incremental Agreement, shall also secure all Obligations of its obligations and liabilities each of the Reaffirming Parties under the 2011 Credit Agreement Agreement, as amended, reaffirmed and each other Loan Document (including the 2013 New First-Lien Term Loans, the 2013 Converted Existing First-Lien Term Loans, the 2013 Converted Extended First-Lien Term Loans and the Revolving Credit Exposure related to the 2013 Extended Revolving Credit Commitments), in each case after giving effect to this Second Amendment, including its guarantee of the Obligations and the pledge of and/or grant of a security interest in its assets as Collateral increased pursuant to the Security Incremental Agreement. Each of the Reaffirming Parties acknowledges that (i) the Incremental Lenders providing Tranche B-3 Term Loans pursuant to the Incremental Agreement are “Lenders” and “Secured Parties” for all purposes under the Loan Documents, (ii) the Tranche B-3 Term Loans being provided to the Borrower pursuant to the Incremental Agreement are “Loans” and “Incremental Term Loans” and constitute part of the “Obligations” for all purposes under the Loan Documents and (as amended herebyiii) to secure such Obligations, all as provided in the Security Documents (as amended hereby), and acknowledges and agrees that such obligations, liabilities, guarantee, pledge and grant continue in full force and effect in respect of, and to secure, such Obligations under the 2011 Credit Agreement Agreement, as affected by the Incremental Agreement, are “Guarantor Obligations” and “Borrower Obligations,” as applicable, under the other Loan Documents, in each case after giving effect to this Second AmendmentGuarantee and Collateral Agreement.

Appears in 2 contracts

Samples: Incremental Commitment Agreement, Incremental Commitment Agreement (Metropcs Communications Inc)

Reaffirmation. By executing and delivering a counterpart hereof, Each of the Obligors hereby reaffirms (ia) each Borrower hereby agrees that all Loans incurred by the Borrowers (including, without limitation, the 2013 New First-Lien Term Loans incurred by the US Borrower, the 2013 Converted Existing First-Lien Term Loans and the 2013 Converted Extended First-Lien Term Loans incurred pursuant to the 2013 Term Loan Conversion) and all Revolving Credit Exposure (including, without limitation, Revolving Credit Exposure incurred pursuant to the 2013 Extended Revolving Credit Commitments) shall be guaranteed pursuant to the First-Lien Guarantee and Collateral Agreement (as amended hereby) in accordance with the terms and provisions thereof and shall be secured pursuant to the First-Lien Security Documents (as amended hereby) in accordance with the terms and provisions thereof and (ii) each Borrower and each other Loan Party hereby (A) agrees that, notwithstanding the effectiveness of this Second Amendment, after giving effect to this Second Amendment, the First-Lien Security Documents continue to be in full force and effect and (B) affirms and confirms all of its obligations and liabilities under the Credit Transaction Documents to which it is a party to, and agrees that this Agreement, the Debt Exchange Agreement and all documents, agreements and instruments executed in connection herewith and therewith and the consummation of the transactions contemplated hereby and thereby do not operate to reduce or discharge any Obligor’s obligations under such Transaction Documents, except to the extent of the reduction in the principal amount of the Original Senior Note by the Debt Exchange Amount as a result of the consummation of the Debt Exchange, and (b) the continuing security interests in its respective assets granted in favor of the Purchaser pursuant to each other Loan Document of the Security Documents. Each of the Obligors hereby (including i) acknowledges and consents to the 2013 New First-Lien Term Loanstransactions contemplated by, and the execution and delivery of, this Agreement, the 2013 Converted Existing First-Lien Term LoansDebt Exchange Agreement, the 2013 Converted Extended First-Lien Term Loans Amended and Restated Note, the Revolving Credit Exposure related to Warrant Amendment (as defined in the 2013 Extended Revolving Credit CommitmentsDebt Exchange Agreement), (ii) in each the case after giving effect to this Second Amendmentof the Subsidiary Guarantors, including acknowledges and agrees that its guarantee of the Obligations includes, without limitation, all principal, interest, fees and other amounts now or hereafter due by the Company under each Senior Note and the pledge of and/or grant of a security interest in its assets as Collateral pursuant to the Security Documents other Note Documents, (as amended herebyiii) to secure such Obligations, all as provided in the Security Documents (as amended hereby)case of the Subsidiary Guarantors, ratifies all the provisions of, and acknowledges reaffirms its obligations under, the guarantee set forth in Article 4 of the Purchase Agreement and agrees each other Note Document to which it is a party and confirms that all provisions of each such obligations, liabilities, guarantee, pledge document are and grant continue shall remain in full force and effect in respect ofaccordance with its terms, and (iv) reaffirms the continuing security interests in its assets granted in favor of the Purchaser pursuant to secure, such Obligations under the Credit Agreement and the other Loan Security Documents, in each case after giving effect to this Second Amendment.

Appears in 2 contracts

Samples: Omnibus Amendment and Reaffirmation Agreement (Jackson Investment Group, LLC), Omnibus Amendment and Reaffirmation Agreement (Staffing 360 Solutions, Inc.)

Reaffirmation. By executing and delivering a counterpart hereof, (i) each Borrower Credit Party hereby agrees that that, as of the Fourth Amendment Effective Date and after giving effect to this Fourth Amendment, all Loans incurred by Obligations of the Borrowers (including, without limitation, the 2013 New First-Lien Term Loans incurred by the US Borrower, the 2013 Converted Existing First-Lien Term Loans and the 2013 Converted Extended First-Lien Term Loans incurred pursuant to the 2013 Term Loan Conversion) and all Revolving Credit Exposure (including, without limitation, Revolving Credit Exposure incurred pursuant to the 2013 Extended Revolving Credit Commitments) Borrower shall be guaranteed pursuant to the First-Lien Guarantee and Collateral Agreement (as amended hereby) in accordance with the terms and provisions thereof and shall be secured pursuant to the First-Lien Security Documents (as amended hereby) in accordance with the terms and provisions thereof and thereof; (ii) each Borrower and each other Loan Credit Party hereby (A) agrees that, notwithstanding the effectiveness of this Second Fourth Amendment, as of the Fourth Amendment Effective Date and after giving effect to this Second Fourth Amendment, the First-Lien Security Documents continue to be in full force and effect and effect, (B) agrees as of the Fourth Amendment Effective Date that all of the Liens and security interests created and arising under each Security Document remain in full force and effect on a continuous basis, and the perfected status and priority of each such Lien and security interest continues in full force and effect on a continuous basis, unimpaired, uninterrupted and undischarged, as collateral security for its Obligations under the Credit Documents (as modified hereby) to which it is a party, in each case, to the extent provided in, and subject to the limitations and qualifications set forth in, such Credit Documents (as amended by this Fourth Amendment) and (C) as of the Fourth Amendment Effective Date affirms and confirms all of its obligations and liabilities under the Credit Agreement (as modified hereby) and each other Loan Credit Document (including the 2013 New First-Lien Term Loans, the 2013 Converted Existing First-Lien Term Loans, the 2013 Converted Extended First-Lien Term Loans and the Revolving Credit Exposure related to the 2013 Extended Revolving Credit Commitmentsthis Fourth Amendment), in each case after giving effect to this Second Fourth Amendment, including its guarantee of the Obligations and the pledge of and/or grant of a security interest in its assets as Collateral pursuant to the Security Documents (as amended hereby) to secure such Obligations, all as provided in the Security Documents (as amended hereby)Documents, and acknowledges and agrees that as of the Fourth Amendment Effective Date such obligations, liabilities, guarantee, pledge and grant continue in full force and effect in respect of, and to secure, such Obligations under the Credit Agreement (as modified hereby) and the other Loan Credit Documents, in each case after giving effect to this Second Fourth Amendment; and (iii) each Guarantor agrees that nothing in the Credit Agreement, this Fourth Amendment or any other Credit Document shall be deemed to require the consent of such Guarantor to any future amendment to the Credit Agreement.

Appears in 2 contracts

Samples: Credit Agreement (Vistra Energy Corp), Credit Agreement

Reaffirmation. By executing Each Loan Party hereto expressly acknowledges the terms of this Amendment and delivering a counterpart hereofreaffirms, as of the date hereof and on the Amendment Effective Date, that its guarantee of the Guarantied Obligations (ias defined in the Guaranty and Security Agreement) each Borrower hereby agrees that all Loans incurred by and its grant of Liens on the Borrowers Collateral to secure the Secured Obligations (including, without limitation, as defined in the 2013 New First-Lien Term Loans incurred by the US Borrower, the 2013 Converted Existing First-Lien Term Loans Guaranty and the 2013 Converted Extended First-Lien Term Loans incurred Security Agreement) pursuant to the 2013 Term Loan Conversion) and all Revolving Credit Exposure (includingeach Security Document to which it is a party, without limitationin each case, Revolving Credit Exposure incurred pursuant to the 2013 Extended Revolving Credit Commitments) shall be guaranteed pursuant to the First-Lien Guarantee and Collateral Agreement (as amended hereby) in accordance with the terms and provisions thereof and shall be secured pursuant to the First-Lien Security Documents (as amended hereby) in accordance with the terms and provisions thereof and (ii) each Borrower and each other Loan Party hereby (A) agrees that, notwithstanding the effectiveness of this Second Amendment, after giving effect to this Second Amendment, the First-Lien Security Documents continue to be continues in full force and effect and (B) affirms and confirms all extends to the obligations of its obligations and liabilities the Loan Parties under the Loan Documents (including the Amended Credit Agreement) subject to any limitations set out in the Amended Credit Agreement and each any other Loan Document (including applicable to that Loan Party. Holdings expressly acknowledges the 2013 New First-Lien Term Loansterms of this Amendment and reaffirms, as of the 2013 Converted Existing First-Lien Term Loansdate hereof and on the Amendment Effective Date, the 2013 Converted Extended First-Lien Term Loans and the Revolving Credit Exposure related to the 2013 Extended Revolving Credit Commitments), in each case after giving effect to this Second Amendment, including that its guarantee of the Guaranteed Obligations and (as defined in the pledge of and/or grant of a security interest in its assets as Collateral Holdings Guarantee) pursuant to the Security Documents (as amended hereby) to secure such Obligations, all as provided in the Security Documents (as amended hereby), and acknowledges and agrees that such obligations, liabilities, guarantee, pledge and grant continue Holdings Guarantee continues in full force and effect in respect of, and extends to secure, such Obligations the obligations of the Loan Parties under the Amended Credit Agreement subject to any limitations set out in the Amended Credit Agreement and the Holdings Guarantee. Neither the execution, delivery, performance or effectiveness of this Amendment nor the modification of the Credit Agreement effected pursuant hereto: (i) impairs the validity, effectiveness or priority of the Liens granted pursuant to any Loan Document, and such Liens continue unimpaired with the same priority to secure repayment of all Secured Obligations, whether heretofore or hereafter incurred; or (ii) requires that any new filings be made or other Loan Documents, in each case after giving effect action be taken to this Second Amendmentperfect or to maintain the perfection of such Liens.

Appears in 2 contracts

Samples: Asset Based Revolving Credit Agreement (Par Pacific Holdings, Inc.), Asset Based Revolving Credit Agreement (Par Pacific Holdings, Inc.)

Reaffirmation. By executing and delivering a counterpart hereof, (i) each The Borrower hereby agrees that all Loans incurred by the Borrowers (including, without limitation, the 2013 New First-Lien Term Loans incurred by the US Borrower, the 2013 Converted Existing First-Lien Term Loans and the 2013 Converted Extended First-Lien Term Loans incurred pursuant to the 2013 Term Loan Conversion) and all Revolving Credit Exposure (including, without limitation, Revolving Credit Exposure incurred pursuant to the 2013 Extended Revolving Credit Commitments) shall be guaranteed pursuant to the First-Lien Guarantee and Collateral Agreement (as amended hereby) in accordance with the terms and provisions thereof and shall be secured pursuant to the First-Lien Security Documents (as amended hereby) in accordance with the terms and provisions thereof and (ii) each Borrower and each other Loan Party hereby (Aa) agrees that, notwithstanding the effectiveness occurrence of this Second Amendmentthe First Amendment Effective Date, after giving effect to this Second Amendmenteach of the guarantees, the First-Lien Security Documents Agreement and each of the Negative Pledge Agreement, the Borrower DACA continue to be in full force and effect and are not impaired or adversely affected in any manner whatsoever, (Bb) affirms and confirms all of its obligations and liabilities under the Credit Agreement and each other Loan Document (including the 2013 New First-Lien Term Loans, the 2013 Converted Existing First-Lien Term Loans, the 2013 Converted Extended First-Lien Term Loans and the Revolving Credit Exposure related to the 2013 Extended Revolving Credit Commitments), in each case after giving effect to this Second Amendment, including its guarantee of the Obligations and the pledge of and/or its grant of a security interest in its assets as Collateral pursuant to the Security Documents (as amended hereby) to secure such Obligationstherefor, all as provided in the Security Loan Documents as originally executed and (as amended hereby), and c) acknowledges and agrees that such obligations, liabilities, guarantee, pledge guarantee and grant continue continues in full force and effect in respect of, and to secure, such the Obligations under the Credit Amended Agreement and the other Loan Documents. In furtherance of the foregoing, the Borrower does hereby grant to the Collateral Agent a security interest in each case after giving effect all collateral described in the Amended Agreement and any other Loan Document as security for the Obligations, as amended, restated, increased and/or extended pursuant to this Second Amendment. (i) The Guarantors hereby (a) agree that, notwithstanding the occurrence of the First Amendment Effective Date, each of the guarantees, the Security Agreement and each of the Negative Pledge Agreement, the Mezz DACA continue to be in full force and effect and are not impaired or adversely affected in any manner whatsoever, (b) confirms its guarantee of the Obligations and its grant of a security interest in its assets as Collateral therefor, all as provided in the Loan Documents as originally executed and (c) acknowledges that such guarantee and grant continues in full force and effect in respect of, and to secure, the Obligations under the Amended Agreement and the other Loan Documents. In furtherance of the foregoing, each Guarantor does hereby grant to the Collateral Agent a security interest in all collateral described in the Amended Agreement and any other Loan Document as security for the Obligations, as amended, restated, increased and/or extended pursuant to this Amendment.

Appears in 2 contracts

Samples: Credit and Guaranty Agreement (Ares Commercial Real Estate Corp), Credit and Guaranty Agreement (Ares Commercial Real Estate Corp)

Reaffirmation. By executing and delivering a counterpart hereof, (i) each Borrower Credit Party hereby agrees that that, as of the Ninth Amendment Effective Date and after giving effect to this Ninth Amendment and the transactions contemplated hereby, all Loans incurred by Obligations of the Borrowers Borrower (including, without limitation, the 2013 New First-Lien Term Loans incurred by the US Borrower, the 2013 Converted Existing First-Lien Term Loans and the 2013 Converted Extended First-Lien Term Loans incurred pursuant to the 2013 Term Loan Conversion) and all Revolving Credit Exposure (including, without limitation, with respect to the 2019 Incremental Revolving Credit Exposure incurred pursuant to the 2013 Extended Revolving Credit CommitmentsCommitment) shall be guaranteed pursuant to the First-Lien Guarantee and Collateral Agreement (as amended hereby) in accordance with the terms and provisions thereof and shall be secured pursuant to the First-Lien Security Documents (as amended hereby) in accordance with the terms and provisions thereof and thereof; (ii) each Borrower and each other Loan Credit Party hereby (A) agrees that, notwithstanding the effectiveness of this Second Ninth Amendment, as of the Ninth Amendment Effective Date and after giving effect to this Second Amendmentthereto, the First-Lien Security Documents continue to be in full force and effect, (B) agrees that, as of the Ninth Amendment Effective Date and after giving effect to this Ninth Amendment and the transactions contemplated hereby, all of the Liens and security interests created and arising under each Security Document to which it is a party remain in full force and effect on a continuous basis, and the perfected status and priority of each such Lien and security interest continues in full force and effect on a continuous basis, unimpaired, uninterrupted and undischarged, as collateral security for its Obligations under the Credit Documents (as modified hereby) to which it is a party, in each case, to the extent provided in, and subject to the limitations and qualifications set forth in, such Credit Documents (as modified hereby) and (BC) affirms and confirms all of its obligations and liabilities under the Credit Agreement and each other Loan Credit Document (including the 2013 New First-Lien Term Loans, the 2013 Converted Existing First-Lien Term Loans, the 2013 Converted Extended First-Lien Term Loans and the Revolving Credit Exposure related as modified hereby) to the 2013 Extended Revolving Credit Commitments)which it is a party, in each case after giving effect to this Second AmendmentNinth Amendment and the transactions contemplated hereby, including its guarantee of the Obligations and the pledge of and/or grant of a security interest in its assets as Collateral pursuant to the Security Documents (as amended modified hereby) to which it is a party to secure such Obligations, all as provided in the Security Documents (as amended modified hereby), and acknowledges and agrees that that, as of the Ninth Amendment Effective Date, such obligations, liabilities, guarantee, pledge and grant continue in full force and effect in respect of, and to secure, such Obligations under the Credit Agreement and the other Loan Credit Documents, in each case after giving effect to this Second AmendmentNinth Amendment and the 2019 Revolving Commitment Increase effected hereby and the other transactions contemplated hereby; and (iii) each Guarantor agrees that nothing in the Credit Agreement, this Ninth Amendment or any other Credit Document shall be deemed to require the consent of such Guarantor to any future amendment to the Credit Agreement.

Appears in 2 contracts

Samples: Credit Agreement, Credit Agreement (Vistra Energy Corp.)

Reaffirmation. By executing The parties hereto acknowledge and delivering a counterpart hereof, agree that (i) each this Seventh Amendment and any other Loan Document or other document or instrument executed and delivered in connection herewith do not constitute a novation or termination of the Guaranteed Obligations of the Borrower hereby agrees that all Loans incurred by the Borrowers (including, without limitation, the 2013 New First-Lien Term Loans incurred by the US Borrower, the 2013 Converted Existing First-Lien Term Loans and the 2013 Converted Extended First-Lien Term Loans incurred pursuant Subsidiary Guarantors as in effect prior to the 2013 Term Loan Conversion) and all Revolving Credit Exposure (including, without limitation, Revolving Credit Exposure incurred pursuant to the 2013 Extended Revolving Credit Commitments) shall be guaranteed pursuant to the First-Lien Guarantee and Collateral Agreement (as amended hereby) in accordance with the terms and provisions thereof and shall be secured pursuant to the First-Lien Security Documents (as amended hereby) in accordance with the terms and provisions thereof Amendment Effective Date and (ii) each such Guaranteed Obligations are in all respects continuing (as amended by this Seventh Amendment) with only the terms thereof being modified to the extent provided in this Seventh Amendment. Each of the Borrower and the Subsidiary Guarantors hereby consents to the entering into of this Seventh Amendment and each of the transactions contemplated hereby, confirms its respective guarantees, pledges, grants of security interests, Liens and other obligations, as applicable, under and subject to the terms of the Security Documents to which it is a party and each of the other Loan Party hereby (A) Documents to which it is party, and agrees that, notwithstanding the effectiveness of this Second AmendmentSeventh Amendment or any of the transactions contemplated hereby, after giving effect to this Second Amendmentsuch guarantees, pledges, grants of security interests, Liens and other obligations, and the First-Lien terms of each of the other Security Documents to which it is a party and each of the other Loan Documents to which it is a party, are not impaired or affected in any manner whatsoever and shall continue to be in full force and effect and (B) affirms shall continue to secure all Guaranteed Obligations, as amended, reaffirmed and confirms all of its obligations and liabilities under the Credit Agreement and each other Loan Document (including the 2013 New First-Lien Term Loans, the 2013 Converted Existing First-Lien Term Loans, the 2013 Converted Extended First-Lien Term Loans and the Revolving Credit Exposure related to the 2013 Extended Revolving Credit Commitments), in each case after giving effect modified pursuant to this Second Amendment, including its guarantee Seventh Amendment or any of the Obligations and the pledge of and/or grant of a security interest in its assets as Collateral pursuant to the Security Documents (as amended hereby) to secure such Obligations, all as provided in the Security Documents (as amended hereby), and acknowledges and agrees that such obligations, liabilities, guarantee, pledge and grant continue in full force and effect in respect of, and to secure, such Obligations under the Credit Agreement and the other Loan Documents, in each case after giving effect to this Second Amendment.transactions contemplated thereby. [Signature pages follow] |US-DOCS\139900171.7||

Appears in 1 contract

Samples: Credit Agreement (NRG Energy, Inc.)

Reaffirmation. By executing and delivering a counterpart hereof, (i) each Borrower Credit Party hereby agrees that that, as of the Twelfth Amendment Effective Date and after giving effect to this Twelfth Amendment and the transactions contemplated hereby, all Loans incurred by Obligations of the Borrowers Borrower (including, without limitation, the 2013 New First-Lien Term Loans incurred by the US Borrower, the 2013 Converted Existing First-Lien Term Loans and the 2013 Converted Extended First-Lien Term Loans incurred pursuant to the 2013 Term Loan Conversion) and all Revolving Credit Exposure (including, without limitation, Revolving Credit Exposure incurred pursuant with respect to the 2013 Extended 2022-B New Revolving Credit Commitments) shall be guaranteed pursuant to the First-Lien Guarantee and Collateral Agreement (as amended hereby) in accordance with the terms and provisions thereof and shall be secured pursuant to the First-Lien Security Documents (as amended hereby) in accordance with the terms and provisions thereof and thereof; (ii) each Borrower and each other Loan Credit Party hereby (A) agrees that, notwithstanding the effectiveness of this Second Twelfth Amendment, as of the Twelfth Amendment Effective Date and after giving effect to this Second Amendmentthereto, the First-Lien Security Documents continue to be in full force and effect, (B) agrees that, as of the Twelfth Amendment Effective Date and after giving effect to this Twelfth Amendment and the transactions contemplated hereby, all of the Liens and security interests created and arising under each Security Document to which it is a party remain in full force and effect on a continuous basis, and the perfected status and priority of each such Lien and security interest continues in full force and effect on a continuous basis, unimpaired, uninterrupted and undischarged, as collateral security for its Obligations under the Credit Documents (as modified hereby) to which it is a party, in each case, to the extent provided in, and subject to the limitations and qualifications set forth in, such Credit Documents (as modified hereby) and (BC) affirms and confirms all of its obligations and liabilities under the Credit Agreement and each other Loan Credit Document (including the 2013 New First-Lien Term Loans, the 2013 Converted Existing First-Lien Term Loans, the 2013 Converted Extended First-Lien Term Loans and the Revolving Credit Exposure related as modified hereby) to the 2013 Extended Revolving Credit Commitments)which it is a party, in each case after giving effect to this Second AmendmentTwelfth Amendment and the transactions contemplated hereby, including its guarantee of the Obligations and the pledge of and/or grant of a security interest in its assets as Collateral pursuant to the Security Documents (as amended modified hereby) to which it is a party to secure such Obligations, all as provided in the Security Documents (as amended modified hereby), and acknowledges and agrees that that, as of the Twelfth Amendment Effective Date, such obligations, liabilities, guarantee, pledge and grant continue in full force and effect in respect of, and to secure, such Obligations under the Credit Agreement and the other Loan Credit Documents, in each case after giving effect to this Second AmendmentTwelfth Amendment and the incurrence of the 2022-B Revolving Commitment Increase effected hereby and the other transactions contemplated hereby; and (iii) each Guarantor agrees that nothing in the Credit Agreement, this Twelfth Amendment or any other Credit Document shall be deemed to require the consent of such Guarantor to any future amendment to the Credit Agreement. This Twelfth Amendment shall not extinguish the obligations of the parties outstanding under the Security Documents or discharge, release or otherwise change the priority of any Lien on any Collateral pursuant to any of the Security Documents. Nothing herein contained shall be construed as a substitution or novation of the obligations, guarantees and liabilities outstanding under the Security Documents, and it is the intent of the parties hereto to confirm that all of the respective obligations of each of the Borrower and each other Credit Party under the Security Documents to which it is a party shall continue in full force and effect.

Appears in 1 contract

Samples: Credit Agreement (Vistra Corp.)

Reaffirmation. By executing In connection with the execution and delivering a counterpart hereofdelivery of this Amendment, (i) each Borrower of the undersigned Guarantors (in its capacity as a Guarantor and as a Grantor) (a) hereby agrees that all Loans incurred by the Borrowers (including, without limitation, the 2013 New First-Lien Term Loans incurred by the US Borrower, the 2013 Converted Existing First-Lien Term Loans consents to this Amendment and the 2013 Converted Extended First-Lien Term Loans incurred pursuant to transactions and modifications contemplated thereby and (b) hereby ratifies and reaffirms the 2013 Term Loan Conversion) and all Revolving Credit Exposure (including, without limitation, Revolving Credit Exposure incurred pursuant to the 2013 Extended Revolving Credit Commitments) shall be guaranteed pursuant to the First-Lien Guarantee and Collateral Agreement (as amended hereby) in accordance with Agreement, including the terms guaranty of the Obligations, the grants of Liens on the Collateral to secure the Obligations, and provisions thereof the covenants and shall be secured pursuant to the First-Lien Security Documents (as amended hereby) in accordance with the terms and provisions thereof agreements contained therein and (ii) each Borrower of the undersigned Loan Parties reaffirms each Lien, if any, it granted pursuant to the Guarantee and each Collateral Agreement and the other Security Documents to the Collateral Agent, which shall continue in full force and effect during the term of the Credit Agreement and any amendments, amendments and restatements, supplements or other modifications thereof, and shall continue to secure the Obligations, on and subject to the terms and conditions set forth in the Credit Agreement, the Guarantee and Collateral Agreement and the other Loan Party Documents. Without limiting the foregoing each Grantor hereby (A) agrees thatconfirms that the Guarantee and Collateral Agreement and all other Security Documents, notwithstanding and all Collateral encumbered thereby or pursuant thereto continue to guarantee or secure, as the effectiveness of this Second Amendmentcase may be, after giving effect to this Second Amendmentthe fullest extent possible in accordance with the applicable Security Documents, the First-Lien Security payment and performance of all Obligations, subject, however, in each case, to the limitations set forth herein and therein, as applicable. Each Guarantor acknowledges and agrees that any of the Loan Documents to which it is a party or otherwise bound continue to be in full force and effect and (B) affirms and confirms that all of its obligations thereunder continue to be valid and liabilities under enforceable, shall not be impaired or limited by the Credit execution or effectiveness of this Amendment. Each Guarantor represents and warrants, as to itself only, that all representations and warranties contained in the Guarantee and Collateral Agreement are true and each other Loan Document (including correct in all material respects on and as of the 2013 New First-Lien Term Loansdate hereof to the same extent as though made on and as of the date hereof, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true and correct in all material respects on and as of such earlier date. For the purposes of this Section 2.2, the 2013 Converted Existing First-Lien Term Loans, terms “Collateral” and “Obligations” shall have the 2013 Converted Extended First-Lien Term Loans and the Revolving Credit Exposure related meanings ascribed to the 2013 Extended Revolving Credit Commitments), in each case after giving effect to this Second Amendment, including its guarantee of the Obligations and the pledge of and/or grant of a security interest in its assets as Collateral pursuant to the Security Documents (as amended hereby) to secure such Obligations, all as provided terms in the Security Documents (as amended hereby), Guarantee and acknowledges and agrees that such obligations, liabilities, guarantee, pledge and grant continue in full force and effect in respect of, and to secure, such Obligations under the Credit Agreement and the other Loan Documents, in each case after giving effect to this Second AmendmentCollateral Agreement.

Appears in 1 contract

Samples: Credit Agreement (Atkore International Group Inc.)

Reaffirmation. By executing and delivering a counterpart hereof, (i) each The Borrower hereby agrees that all Loans incurred by the Borrowers (including, without limitation, the 2013 New First-Lien Term Loans incurred by the US Borrower, the 2013 Converted Existing First-Lien Term Loans and the 2013 Converted Extended First-Lien Term Loans incurred pursuant to the 2013 Term Loan Conversion) and all Revolving Credit Exposure (including, without limitation, Revolving Credit Exposure incurred pursuant to the 2013 Extended Revolving Credit Commitments) shall be guaranteed pursuant to the First-Lien Guarantee and Collateral Agreement (as amended hereby) in accordance with the terms and provisions thereof and shall be secured pursuant to the First-Lien Security Documents (as amended hereby) in accordance with the terms and provisions thereof and (ii) each Borrower and each other Loan Party hereby (Aa) agrees that, notwithstanding the effectiveness occurrence of this Second Amendmentthe First Amendment Effective Date, after giving effect to this Second Amendmenteach of the guarantees, the First-Lien Security Documents Agreement and each of the Negative Pledge Agreement, the Borrower DACA continue to be in full force and effect and are not impaired or adversely affected in any manner whatsoever, (Bb) affirms and confirms all of its obligations and liabilities under the Credit Agreement and each other Loan Document (including the 2013 New First-Lien Term Loans, the 2013 Converted Existing First-Lien Term Loans, the 2013 Converted Extended First-Lien Term Loans and the Revolving Credit Exposure related to the 2013 Extended Revolving Credit Commitments), in each case after giving effect to this Second Amendment, including its guarantee of the Obligations and the pledge of and/or its grant of a security interest in its assets as Collateral pursuant to the Security Documents (as amended hereby) to secure such Obligationstherefor, all as provided in the Security Loan Documents as originally executed and (as amended hereby), and c) acknowledges and agrees that such obligations, liabilities, guarantee, pledge guarantee and grant continue continues in full force and effect in respect of, and to secure, such the Obligations under the Credit Amended Agreement and the other Loan Documents. In furtherance of the foregoing, the Borrower does hereby grant to the Collateral Agent a security interest in each case after giving effect all collateral described in the Amended Agreement and any other Loan Document as security for the Obligations, as amended, restated, increased and/or extended pursuant to this Second Amendment. (ii) The Guarantors hereby (a) agree that, notwithstanding the occurrence of the First Amendment Effective Date, each of the guarantees, the Security Agreement and each of the Negative Pledge Agreement, the Mezz DACAs continue to be in full force and effect and are not impaired or adversely affected in any manner whatsoever, (b) confirms its guarantee of the Obligations and its grant of a security interest in its assets as Collateral therefor, all as provided in the Loan Documents as originally executed and (c) acknowledges that such guarantee and grant continues in full force and effect in respect of, and to secure, the Obligations under the Amended Agreement and the other Loan Documents. In furtherance of the foregoing, each Guarantor does hereby grant to the Collateral Agent a security interest in all collateral described in the Amended Agreement and any other Loan Document as security for the Obligations, as amended, restated, increased and/or extended pursuant to this Amendment.

Appears in 1 contract

Samples: Credit and Guaranty Agreement (Hunt Companies Finance Trust, Inc.)

Reaffirmation. By executing and delivering a counterpart hereof, (i) each Borrower hereby agrees that all Loans incurred by the Borrowers (including, without limitation, the 2013 New First-Lien Term Loans incurred by the US Borrower, the 2013 Converted Existing First-Lien Term Loans and the 2013 Converted Extended First-Lien Term Loans incurred pursuant to the 2013 Term Each Loan Conversion) and all Revolving Credit Exposure (including, without limitation, Revolving Credit Exposure incurred pursuant to the 2013 Extended Revolving Credit Commitments) shall be guaranteed pursuant to the First-Lien Guarantee and Collateral Agreement (as amended hereby) in accordance with Party hereto expressly acknowledges the terms and provisions thereof and shall be secured pursuant to the First-Lien Security Documents (as amended hereby) in accordance with the terms and provisions thereof and (ii) each Borrower and each other Loan Party hereby (A) agrees that, notwithstanding the effectiveness of this Second AmendmentAmendment and reaffirms, after giving effect to this Second Amendmentas of the date hereof and on the Amendment No. 2 Effective Date, the First-Lien Security Documents continue to be in full force and effect and (B) affirms and confirms all of its obligations and liabilities under the Credit Agreement and each other Loan Document (including the 2013 New First-Lien Term Loans, the 2013 Converted Existing First-Lien Term Loans, the 2013 Converted Extended First-Lien Term Loans and the Revolving Credit Exposure related to the 2013 Extended Revolving Credit Commitments), in each case after giving effect to this Second Amendment, including that its guarantee of the Obligations and the pledge of and/or its grant of a Liens on and security interest in its assets as the Collateral to secure the Obligations pursuant to the Security Documents (as amended hereby) each Collateral Document to secure such Obligationswhich it is a party, all as provided in the Security Documents (as amended hereby)each case, and acknowledges and agrees that such obligations, liabilities, guarantee, pledge and grant continue remains in full force and effect on a continuous basis and extends to the obligations of the Loan Parties under the Loan Documents (including the Credit Agreement as amended by this Amendment) subject to any limitations set out in respect ofthe Credit Agreement (as so amended) and any other Loan Document applicable to that Loan Party. Each Loan Party agrees that the Obligations include, among other things and without limitation, the prompt and complete payment and performance by the Borrower when due and payable (whether at the stated maturity, by acceleration or otherwise) of principal and interest on, and to securepremium (if any) on, such the applicable Loans under the Amended Credit Agreement and that the Obligations under the Amended Credit Agreement are included in the “Secured Obligations” (as defined in the Guarantee and Collateral Agreement and the other Collateral Documents). Neither the execution, delivery, performance or effectiveness of this Amendment nor the modification of the Credit Agreement effected pursuant hereto: (i) impairs the validity, effectiveness or priority of the Liens or security interests granted pursuant to any Loan DocumentsDocument, in each case after giving effect and such Liens and security interests continue unimpaired with the same priority to this Second Amendmentsecure repayment of all Obligations, whether heretofore or hereafter incurred; or (ii) requires that any new filings be made or other action be taken to perfect or to maintain the perfection of such Liens or security interests.

Appears in 1 contract

Samples: Credit Agreement (Allison Transmission Holdings Inc)

Reaffirmation. By executing and delivering a counterpart hereof, (i) each Borrower hereby agrees that all Loans incurred by the Borrowers (including, without limitation, the 2013 New First-Lien Term Loans incurred by the US Borrower, the 2013 Converted Existing First-Lien Term Loans and the 2013 Converted Extended First-Lien Term Loans incurred pursuant to the 2013 Term Loan Conversion) and all Revolving Credit Exposure (including, without limitation, all Revolving Credit Exposure incurred pursuant related to the 2013 2015 Extended Revolving Credit CommitmentsCommitments (as increased by the 2015 Revolving Commitment Increases)) shall be guaranteed pursuant to the First-Lien Guarantee and Collateral Agreement (as amended hereby) in accordance with the terms and provisions thereof and shall be secured pursuant to the First-Lien Security Documents (as amended hereby) in accordance with the terms and provisions thereof and (ii) each Borrower and each other Loan Party hereby (A) agrees that, notwithstanding the effectiveness of this Second Fifth Amendment, after giving effect to this Second Fifth Amendment, the First-Lien Security Documents continue to be in full force and effect and (B) affirms and confirms all of its obligations and liabilities under the Credit Agreement and each other Loan Document (including the 2013 New First-Lien Term Loansincluding, the 2013 Converted Existing First-Lien Term Loanswithout limitation, the 2013 Converted Extended First-Lien Term Loans and the all Revolving Credit Exposure related to the 2013 2015 Extended Revolving Credit CommitmentsCommitments (as increased by the 2015 Revolving Commitment Increases)), in each case after giving effect to this Second Fifth Amendment, including its guarantee of the Obligations and the pledge of and/or grant of a security interest in its assets as Collateral pursuant to the First-Lien Security Documents (as amended hereby) to secure such Obligations, all as provided in the First-Lien Security Documents (as amended hereby)Documents, and acknowledges and agrees that such obligations, liabilities, guarantee, pledge and grant continue in full force and effect in respect of, and to secure, such Obligations under the Credit Agreement and the other Loan Documents, in each case after giving effect to this Second Fifth Amendment. Each of the Administrative Agent, each 2015 Extended Revolving Credit Lender, each 2015 Incremental Revolving Credit Lender and each Issuing Bank hereby acknowledges that the reaffirmation contained in this Section 8 satisfies the requirement for a reaffirmation agreement with respect to the Security Documents as contemplated under clause (ii) of the second sentence of Section 2.25 of the Credit Agreement, solely as such requirement relates to the 2015 Revolving Credit Facility Refinancing.

Appears in 1 contract

Samples: Credit Agreement (Univision Holdings, Inc.)

Reaffirmation. By executing and delivering a counterpart hereof, (i) each Borrower Credit Party hereby agrees that that, as of the First Amendment Effective Date and after giving effect to this First Amendment, all Loans incurred by Obligations of the Borrowers (including, without limitation, the 2013 New First-Lien Term Loans incurred by the US Borrower, the 2013 Converted Existing First-Lien Term Loans and the 2013 Converted Extended First-Lien Term Loans incurred pursuant to the 2013 Term Loan Conversion) and all Revolving Credit Exposure (including, without limitation, Revolving Credit Exposure incurred pursuant to the 2013 Extended Revolving Credit Commitments) Borrower shall be guaranteed pursuant to the First-Lien Guarantee and Collateral Agreement (as amended hereby) Guaranty in accordance with the terms and provisions thereof and shall be secured pursuant to the First-Lien Security Collateral Documents (as amended hereby) in accordance with the terms and provisions thereof and thereof; (ii) each Borrower and each other Loan Credit Party hereby (A) agrees that, notwithstanding the effectiveness of this Second First Amendment, as of the First Amendment Effective Date and after giving effect to this Second First Amendment, the First-Lien Security Collateral Documents continue to be in full force and effect and effect, (B) agrees as of the First Amendment Effective Date that all of the Liens and security interests created and arising under each Collateral Document remain in full force and effect on a continuous basis, and the perfected status and priority of each such Lien and security interest continues in full force and effect on a continuous basis, unimpaired, uninterrupted and undischarged, as collateral security for its Obligations under the Credit Documents (as modified hereby) to which it is a party, in each case, to the extent provided in, and subject to the limitations and qualifications set forth in, such Credit Documents (as amended by this First Amendment) and (C) as of the First Amendment Effective Date affirms and confirms all of its obligations and liabilities under the Credit Agreement (as modified hereby) and each other Loan Credit Document (including the 2013 New First-Lien Term Loans, the 2013 Converted Existing First-Lien Term Loans, the 2013 Converted Extended First-Lien Term Loans and the Revolving Credit Exposure related to the 2013 Extended Revolving Credit Commitmentsthis First Amendment), in each case after giving effect to this Second First Amendment, including its guarantee of the Obligations and the pledge of and/or grant of a security interest in its assets as constituting Collateral pursuant to the Security Collateral Documents (as amended hereby) to secure such Obligations, all as provided in the Security Documents (as amended hereby)Collateral Documents, and acknowledges and agrees that as of the First Amendment Effective Date such obligations, liabilities, guarantee, pledge and grant continue in full force and effect in respect of, and to secure, such Obligations under the Credit Agreement (as modified hereby) and the other Loan Credit Documents, in each case after giving effect to this Second First Amendment.; and (iii) each Guarantor agrees that nothing in the Credit Agreement, this First Amendment or any other Credit Document shall be deemed to require the consent of such Guarantor to any future amendment to the Credit Agreement. 

Appears in 1 contract

Samples: Credit and Guaranty Agreement (Cryolife Inc)

Reaffirmation. By executing and delivering a counterpart hereof, (i) each Borrower Loan Party hereby agrees that all Loans incurred by the Borrowers Borrower (including, without limitation, the 2013 2018 New First-Lien Replacement Term Loans incurred by the US Borrower, the 2013 Converted Existing First-Lien Term B Loans and the 2013 2018 Converted Extended First-Lien Replacement Term Loans incurred pursuant to the 2013 Term Loan Conversion) and all Revolving Credit Exposure (including, without limitation, Revolving Credit Exposure incurred pursuant to the 2013 Extended Revolving Credit CommitmentsB Loans) shall be guaranteed pursuant to the First-Lien Guarantee and Collateral Agreement (as amended hereby) Guaranty in accordance with the terms and provisions thereof and shall be secured pursuant to the First-Lien Security Collateral Documents (as amended hereby) in accordance with the terms and provisions thereof and thereof; (ii) each Borrower and each other Loan Party hereby (A) agrees that, notwithstanding the effectiveness of this Second Third Amendment, after giving effect to this Second Third Amendment, the First-Lien Security Collateral Documents continue to be in full force and effect; (B) agrees that all of the Liens and security interests created and arising under each Collateral Document remain in full force and effect on a continuous basis, and the perfected status and priority of each such Lien and security interest continues in full force and effect on a continuous basis, unimpaired, uninterrupted and undischarged, as collateral security for its obligations, liabilities and indebtedness under the Credit Agreement and under its guarantees in the Loan Documents, in each case, to the extent provided in, and subject to the limitations and qualifications set forth in, such Loan Documents (as amended by this Third Amendment) and (BC) affirms and confirms all of its obligations and liabilities under the Credit Agreement and each other Loan Document (including the 2013 2018 New First-Lien Replacement Term Loans, the 2013 Converted Existing First-Lien Term Loans, the 2013 Converted Extended First-Lien Term B Loans and the Revolving Credit Exposure related to the 2013 Extended Revolving Credit Commitments2018 Converted Replacement Term B Loans), in each case after giving effect to this Second Third Amendment, including its guarantee of the Obligations and the pledge of and/or grant of a security interest in its assets as Collateral pursuant to the Security Collateral Documents (as amended hereby) to secure such Obligations, all as provided in the Security Collateral Documents (as amended hereby), and acknowledges and agrees that such obligations, liabilities, guarantee, pledge and grant continue in full force and effect in respect of, and to secure, such Obligations under the Credit Agreement and the other Loan Documents, in each case after giving effect to this Second AmendmentThird Amendment and (iii) each Guarantor agrees that nothing in the Credit Agreement, this Third Amendment or any other Loan Document shall be deemed to require the consent of such Guarantor to any future amendment to the Credit Agreement.

Appears in 1 contract

Samples: Credit Agreement (Michaels Companies, Inc.)

Reaffirmation. By executing and delivering a counterpart hereofthis Fifth Amendment, (i) the Borrower and each Borrower other Loan Party hereby agrees that all Loans incurred by the Borrowers (including, without limitation, the 2013 New First-Lien 2024 Refinancing Term Loans incurred by made available on the US Borrower, the 2013 Converted Existing First-Lien Term Loans and the 2013 Converted Extended First-Lien Term Loans incurred pursuant to the 2013 Term Loan Conversion) and all Revolving Credit Exposure (including, without limitation, Revolving Credit Exposure incurred pursuant to the 2013 Extended Revolving Credit CommitmentsFifth Amendment Effective Date) shall be guaranteed pursuant to the First-Lien Guarantee and Collateral Agreement (as amended hereby) Guaranty in accordance with the terms and provisions thereof and shall be secured pursuant to the First-Lien Security Collateral Documents (as amended hereby) in accordance with the terms and provisions thereof thereof, and (ii) each the Borrower and each other Loan Party hereby (A) reaffirms its prior grant and the validity of the Liens granted by it pursuant to the Collateral Documents, (B) agrees that, notwithstanding the effectiveness of this Second Amendment, that after giving effect to this Second AmendmentFifth Amendment and the Fifth Amendment Effective Date, the First-Lien Security Guaranty and the Liens created pursuant to the Collateral Documents for the benefit of the Secured Parties (including, without limitation, the 2024 Term Lenders and 2024 Refinancing Lenders) continue to be in full force and effect effect, and (BC) affirms affirms, acknowledges and confirms all its guarantee of its obligations and liabilities under the Credit Agreement and each other Loan Document (including the 2013 New First-Lien Term Loans, the 2013 Converted Existing First-Lien Term Loans, the 2013 Converted Extended First-Lien Term Loans to which it is a party and the Revolving pledge of and/or grant of security interest in its assets as Collateral to secure the Obligations under the Credit Exposure related to the 2013 Extended Revolving Credit Commitments)Agreement, in each case after giving effect to this Second Amendment, including its guarantee of the Obligations Fifth Amendment and the pledge of and/or grant of a security interest in its assets as Collateral pursuant to the Security Documents (as amended hereby) to secure such ObligationsFifth Amendment Effective Date, all as provided in the Security Documents (as amended hereby)such Loan Documents, and acknowledges and agrees that such obligations, liabilities, guarantee, pledge and and/or grant continue in full force and effect in respect of, and to secure, such the Obligations under the Credit Agreement and the other Loan Documents, each as amended hereby, including the 2024 Refinancing Term Loans and the 2024 Revolving Commitments, in each case after giving effect to this Second Amendment.Fifth Amendment and the Fifth Amendment Effective Date. IF = AND ( COMPARE 9 = 10, COMPARE SECTION 1 = "1" 1) 0 = 1 24964213.6 |US-DOCS\149178858.4||

Appears in 1 contract

Samples: First Lien Credit Agreement (Mister Car Wash, Inc.)

Reaffirmation. By executing and delivering a counterpart hereof, (a) Each Loan Party hereby (i) each Borrower hereby expressly acknowledges the terms of the Credit Agreement, (ii) ratifies and affirms its obligations under the Loan Documents (including guarantees and security agreements) executed by the undersigned, (iii) acknowledges, renews and extends its continued liability under all such Loan Documents and agrees such Loan Documents remain in full force and effect, (iv) agrees that each Security Document secures all Loans incurred by Obligations of the Borrowers (including, without limitation, the 2013 New First-Lien Term Loans incurred by the US Borrower, the 2013 Converted Existing First-Lien Term Loans and the 2013 Converted Extended First-Lien Term Loans incurred pursuant to the 2013 Term Loan Conversion) and all Revolving Credit Exposure (including, without limitation, Revolving Credit Exposure incurred pursuant to the 2013 Extended Revolving Credit Commitments) shall be guaranteed pursuant to the First-Lien Guarantee and Collateral Agreement (as amended hereby) Parties in accordance with the terms and provisions thereof and shall be secured pursuant to the First-Lien Security Documents (as amended hereby) in accordance with the terms and provisions thereof and (iiv) confirms this Amendment does not represent a novation of any Loan Document. Each Loan Party ratifies and confirms that all Liens granted, conveyed, or assigned to the Administrative Agent by such Person pursuant to each Borrower Loan Document to which it is a party remain in full force and each other effect, are not released or reduced, and continue to secure full payment and performance of the Obligations. (b) Each Loan Party hereby reaffirms, as of the Sixth Amendment Effective Date, (Ai) agrees thatthe covenants and agreements contained in each Loan Document to which it is a party, notwithstanding the effectiveness of this Second Amendmentincluding, in each case, such covenants and agreements as in effect immediately after giving effect to this Second Amendment and the transactions contemplated thereby, and (ii) as applicable with respect to Domestic Loan Parties, its guarantee of payment of the Obligations pursuant to Article IX of the Credit Agreement and its grant of Liens on the Collateral to secure the Obligations. (c) Each Loan Party hereby certifies that, as of the date hereof (immediately after giving effect to the occurrence of the Sixth Amendment Effective Date and the effectiveness of the Amendment), the First-Lien Security representations and warranties made by it contained in the Loan Documents to which it is a party are true and correct in all material respects with the same effect as if made on the date hereof, except to the extent any such representation or warranty refers or pertains solely to a date prior to the date hereof (in which case such representation and warranty was true and correct in all material respects as of such earlier date). (d) Each Loan Party further confirms that each Loan Document to which it is a party is and shall continue to be in full force and effect and the same are hereby ratified and confirmed in all respects. (Be) affirms and confirms all of its obligations and liabilities under the Credit Agreement and each other Each Loan Document (including the 2013 New First-Lien Term Loans, the 2013 Converted Existing First-Lien Term Loans, the 2013 Converted Extended First-Lien Term Loans and the Revolving Credit Exposure related to the 2013 Extended Revolving Credit Commitments), in each case after giving effect to this Second Amendment, including its guarantee of the Obligations and the pledge of and/or grant of a security interest in its assets as Collateral pursuant to the Security Documents (as amended hereby) to secure such Obligations, all as provided in the Security Documents (as amended hereby), and Party hereby acknowledges and agrees that the acceptance by the Administrative Agent and each applicable Lender of this document shall not be construed in any manner to establish any course of dealing on such obligationsPerson’s part, liabilitiesincluding the providing of any notice or the requesting of any acknowledgment not otherwise expressly provided for in any Loan Document with respect to any future amendment, guaranteewaiver, pledge and grant continue in full force and effect in respect of, and supplement or other modification to secure, such Obligations under the Credit Agreement and the other any Loan Documents, in each case after giving effect to this Second AmendmentDocument or any arrangement contemplated by any Loan Document.

Appears in 1 contract

Samples: Credit Agreement (DIEBOLD NIXDORF, Inc)

Reaffirmation. By executing 7.1 Each Obligor hereby acknowledges and delivering a counterpart confirms that as of the date hereof, : (i) each Borrower hereby agrees that all Loans incurred by the Borrowers (including, without limitation, the 2013 New First-Lien Term Loans incurred by the US Borrower, the 2013 Converted Existing First-Lien Term Loans Credit Agreement and the 2013 Converted Extended First-Lien Term Loans incurred pursuant to the 2013 Term Loan Conversion) and all Revolving Credit Exposure (including, without limitation, Revolving Credit Exposure incurred pursuant to the 2013 Extended Revolving Credit Commitments) shall be guaranteed pursuant to the First-Lien Guarantee and Collateral Agreement (as amended hereby) in accordance with the terms and provisions thereof and shall be secured pursuant to the First-Lien Security Documents (as amended hereby) in accordance with the terms and provisions thereof and (ii) each Borrower and each other Loan Party hereby (A) agrees that, notwithstanding the effectiveness of this Second Amendment, after giving effect to this Second Amendment, the First-Lien Security Documents continue to be remain in full force and effect as amended hereby and shall not be impaired or limited by the execution and effectiveness of this Fourth Amendment; (Bii) affirms and confirms all of no Obligor nor any other Loan Party has any defense to its obligations and liabilities under the Credit Agreement and each other Loan Document (including the 2013 New First-Lien Term Loans, the 2013 Converted Existing First-Lien Term Loans, the 2013 Converted Extended First-Lien Term Loans and the Revolving Credit Exposure related to the 2013 Extended Revolving Credit Commitments), in each case after giving effect to this Second Amendment, including its guarantee of the Obligations and the pledge of and/or grant of a security interest in its assets as Collateral pursuant to the Security Documents (as amended hereby) to secure such Obligations, all as provided in the Security Documents (as amended hereby), and acknowledges and agrees that such obligations, liabilities, guarantee, pledge and grant continue in full force and effect in respect of, and to secure, such Obligations under the Credit Agreement and the other Loan Documents; and (iii) the Liens of the Administrative Agent under the Loan Documents secure all the Obligations, are reaffirmed in all respects, continue in full force and effect, have the same priority as before this Fourth Amendment, and are not impaired or extinguished in any respect by this Fourth Amendment. Until the Obligations are Paid in Full, each Obligor agrees and covenants that it is bound by the covenants and agreements set forth in this Fourth Amendment, the Credit Agreement, and any other Loan Document and each Obligor hereby ratifies and confirms the Obligations. This Fourth Amendment does not create or constitute, and is not, a novation of the Credit Agreement nor the other Loan Documents. Each Obligor hereby ratifies and reaffirms all of its payment and performance obligations, contingent or otherwise, under each Loan Document. 7.2 Each Original Guarantor and each Additional Guarantor hereby: (i) represents and warrants that all representations and warranties contained in the Guaranty/Collateral Agreement are true and correct in all material respects (or, with respect to any representation or warranty that is itself modified or qualified by materiality or a “Material Adverse Effect” standard, such representation and warranty is true in correct in all respects) on and as of the Fourth Amendment Effective Date with the same effect as though made on and as of such date, except to the extent such representations and warranties specifically refer to an earlier date, in each which case after giving effect such representations and warranties are true and correct in all material respects (or, with respect to any representation or warranty that is itself modified or qualified by materiality or a “Material Adverse Effect” standard, such representation and warranty is true in correct in all respects) as of such earlier date; and (ii) acknowledges and agrees that (A) notwithstanding the conditions to effectiveness set forth in this Fourth Amendment, it is not required by the terms of the Credit Agreement or any other Loan Document to consent to the amendments to the Credit Agreement effected pursuant to this Second Fourth Amendment and (B) nothing in this Fourth Amendment, the Credit Agreement, or any other Loan Document shall be deemed to require the consent of such Guarantor to any future amendments to the Credit Agreement.

Appears in 1 contract

Samples: Credit Agreement (Cpi Corp)

Reaffirmation. By executing (a) To induce the parties hereto to enter into this Second Amendment, each of the Credit Parties hereby acknowledges and delivering reaffirms its obligations under each Credit Document to which it is a counterpart hereofparty, (i) each Borrower hereby agrees that all Loans incurred by the Borrowers (including, without limitation, any grant, pledge or collateral assignment of a lien or security interest, as applicable, contained therein, in each case, as amended, restated, supplemented or otherwise modified prior to or as of the 2013 New First-Lien Term Loans incurred date hereof. Each Borrower acknowledges and agrees that each of the Credit Documents to which it is a party or otherwise bound shall continue in full force and effect, that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the US Borrower, the 2013 Converted Existing First-Lien Term Loans and the 2013 Converted Extended First-Lien Term Loans incurred pursuant to the 2013 Term Loan Conversion) and all Revolving Credit Exposure (including, without limitation, Revolving Credit Exposure incurred pursuant to the 2013 Extended Revolving Credit Commitments) shall be guaranteed pursuant to the First-Lien Guarantee and Collateral Agreement (as amended hereby) in accordance with the terms and provisions thereof and shall be secured pursuant to the First-Lien Security Documents (as amended hereby) in accordance with the terms and provisions thereof and (ii) each Borrower and each other Loan Party hereby (A) agrees that, notwithstanding the execution or effectiveness of this Second Amendment. (b) In furtherance of the foregoing Section 8(a), each Credit Party, in its capacity as a Guarantor under any Guaranty to which it is a party (in such capacity, each a “Reaffirming Loan Guarantor”), reaffirms its guarantee of the Guaranteed Obligations under the terms and conditions of such Guaranty and agrees that such Guaranty remains in full force and effect to the extent set forth in such Guaranty and after giving effect to this Second Amendment. Each Reaffirming Loan Guarantor hereby confirms that it consents to the terms of this Second Amendment and the Credit Agreement. Each Reaffirming Loan Guarantor hereby (i) confirms that each Credit Document to which it is a party or is otherwise bound will continue to guarantee to the fullest extent possible in accordance with the Credit Documents, the First-Lien Security payment and performance of the Guaranteed Obligations, including, without limitation, the payment and performance of all such applicable Guaranteed Obligations that are joint and several obligations of each Guarantor now or hereafter existing; (ii) acknowledges and agrees that its Guaranty and each of the Credit Documents to which it is a party or otherwise bound shall continue to be in full force and effect and (B) affirms and confirms that all of its obligations thereunder shall be valid and liabilities enforceable and shall not be impaired or limited by the execution or effectiveness of this Second Amendment; and (iii) acknowledges, agrees and warrants for the benefit of the Administrative Agent, the Collateral Agent and each Secured Party that there are no rights of set-off or counterclaim, nor any defenses of any kind, whether legal, equitable or otherwise, that would enable such Reaffirming Loan Guarantor to avoid or delay timely performance of its obligations under the Credit Documents. (c) In furtherance of the foregoing Section 8(a), each of the Credit Parties that is party to any Collateral Document, in its capacity as a Grantor (as defined in such Collateral Document) under such Collateral Document (in such capacity, each a “Reaffirming Grantor”), hereby acknowledges that it has reviewed and consents to the terms and conditions of this Second Amendment and the transactions contemplated hereby. In addition, each Reaffirming Grantor reaffirms the security interests granted by such Reaffirming Grantor under the terms and conditions of the Pledge and Security Agreement and each other Loan Credit Document (including in each case, to the 2013 New First-Lien Term Loansextent a party thereto) to secure the Obligations and agrees that such security interests remain in full force and effect. Each Reaffirming Grantor hereby (i) confirms that each Collateral Document to which it is a party or is otherwise bound and all Collateral encumbered thereby will continue to secure, to the fullest extent possible in accordance with the Collateral Documents, the 2013 Converted Existing First-Lien Term Loanspayment and performance of the Obligations, as the case may be, including, without limitation, the 2013 Converted Extended First-Lien Term Loans payment and the Revolving Credit Exposure related performance of all such applicable Obligations that are joint and several obligations of each Guarantor and Grantor now or hereafter existing, (ii) confirms its respective grant to the 2013 Extended Revolving Credit Commitments)Collateral Agent for the benefit of the Secured Parties of the security interest in and continuing Lien on all of such Grantor’s right, title and interest in, to and under all Collateral, in each case after giving effect case, whether now owned or existing or hereafter acquired or arising and wherever located, as collateral security for the prompt and complete payment and performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise, of all applicable Obligations (including all such Obligations as amended, reaffirmed and/or increased pursuant to this Second Amendment), including subject to the terms contained in the applicable Credit Documents, and (iii) confirms its guarantee respective pledges, grants of security interests and other obligations, as applicable, under and subject to the terms of each of the Obligations and the pledge of and/or grant of Collateral Documents to which it is a security interest in its assets as Collateral pursuant to the Security Documents party. (as amended herebyd) to secure such Obligations, all as provided in the Security Documents (as amended hereby), and Each Guarantor acknowledges and agrees that such obligations, liabilities, guarantee, pledge and grant continue (i) notwithstanding the conditions to effectiveness set forth in full force and effect in respect of, and to securethis Second Amendment, such Obligations under Guarantor is not required by the terms of the Credit Agreement and the or any other Loan Documents, in each case after giving effect Credit Document to consent to this Second AmendmentAmendment and (ii) nothing in the Credit Agreement, this Second Amendment or any other Credit Document shall be deemed to require the consent of such Guarantor to any future amendment, consent or waiver of the terms of the Credit Agreement.

Appears in 1 contract

Samples: Credit and Guaranty Agreement (Priority Technology Holdings, Inc.)

Reaffirmation. By executing and delivering a counterpart hereofAs of the Amendment No. 3 Effective Date, (i) each Borrower hereby agrees that all Loans incurred by the Borrowers (including, without limitation, the 2013 New First-Lien Term Loans incurred by the US Borrower, the 2013 Converted Existing First-Lien Term Loans and the 2013 Converted Extended First-Lien Term Loans incurred pursuant to the 2013 Term Loan Conversion) and all Revolving Credit Exposure (including, without limitation, Revolving Credit Exposure incurred pursuant to the 2013 Extended Revolving Credit Commitments) shall be guaranteed pursuant to the First-Lien Guarantee and Collateral Agreement (as amended hereby) in accordance with the terms and provisions thereof and shall be secured pursuant to the First-Lien Security Documents (as amended hereby) in accordance with the terms and provisions thereof and (ii) each Borrower and each other Loan Party hereby confirms that (Aa) agrees that, notwithstanding the effectiveness of this Second AmendmentAmendment and the transactions contemplated hereby, (i) the obligations of such Credit Parties under the Amended Credit Agreement (including, from and after giving effect the Amendment No. 3 Effective Date, with respect to the Term B-2 Loans contemplated by this Second AmendmentAgreement) and the other Credit Documents are entitled to the benefits of the guarantees and the security interests set forth or created in the Amended Credit Agreement, the First-Lien Security Agreement, the other Security Documents and the other Credit Documents and constitute “Guaranteed Obligations” and “Obligations” for purposes of the Amended Credit Agreement, the Security Agreement, the other Security Documents and all other Credit Documents, (ii) each Guarantor hereby confirms and ratifies its continuing unconditional obligations as Guarantor under the Credit Agreement as amended hereby with respect to all of the Guaranteed Obligations and (iii) each Credit Document to which such Credit Party is a party is, and shall continue to be be, in full force and effect and (B) affirms is hereby ratified and confirms confirmed in all of its obligations respects and liabilities under the Credit Agreement and each other Loan Document (including the 2013 New First-Lien Term Loans, the 2013 Converted Existing First-Lien Term Loans, the 2013 Converted Extended First-Lien Term Loans and the Revolving Credit Exposure related to the 2013 Extended Revolving Credit Commitments), in each case after giving effect to this Second Amendment, including its guarantee of the Obligations and the pledge of and/or grant of a security interest in its assets as Collateral pursuant to the Security Documents (as amended hereby) to secure such Obligations, all as provided in the Security Documents (as amended hereby), and acknowledges and agrees that such obligations, liabilities, guarantee, pledge and grant continue shall remain in full force and effect according to its terms (in respect ofthe case of the Credit Agreement, as amended hereby) and to secure, such Obligations under (b) each Term B-2 Lender shall be a “Secured Creditor” and a “Lender” for all purposes of the Amended Credit Agreement and the other Loan Credit Documents. Each Credit Party ratifies and confirms its prior grant and the validity of all Liens granted pursuant to the Credit Documents and that all Liens granted, conveyed, or assigned to any Agent by such Person pursuant to any Credit Document to which it is a party remain in each case after giving effect full force and effect, are not released or reduced, and continue to this Second Amendmentsecure full payment and performance of the Obligations as increased hereby.

Appears in 1 contract

Samples: First Lien Term Loan Credit Agreement (VERRA MOBILITY Corp)

Reaffirmation. By executing and delivering a counterpart hereof, (i) each Borrower hereby agrees that all Loans incurred by the Borrowers (including, without limitation, the 2013 New First-Lien Term Loans incurred by the US Borrower, the 2013 Converted Existing First-Lien Term Loans and the 2013 Converted Extended First-Lien Term Loans incurred pursuant Anything contained herein to the 2013 Term Loan Conversion) contrary notwithstanding, this Agreement is not intended to and all Revolving Credit Exposure (including, without limitation, Revolving Credit Exposure incurred pursuant shall not serve to effect a novation of the 2013 Extended Revolving Credit Commitments) shall be guaranteed pursuant to the First-Lien Guarantee and Collateral Agreement “Obligations” (as amended hereby) defined in accordance with the terms and provisions thereof and shall be secured pursuant Original Financing Agreement). Instead, it is the express intention of the parties hereto to reaffirm the First-Lien Security Documents (as amended hereby) in accordance with the terms and provisions thereof and (ii) each Borrower and each other Loan Party hereby (A) agrees thatindebtedness, notwithstanding the effectiveness of this Second Amendment, after giving effect to this Second Amendment, the First-Lien Security Documents continue to be in full force and effect and (B) affirms and confirms all of its obligations and liabilities created under the Credit Original Financing Agreement and each other Loan Document (including the 2013 New First-Lien Term LoansOriginal Notes, which is evidenced by the 2013 Converted Existing First-Lien Term Loans, Original Notes and secured by the 2013 Converted Extended First-Lien Term Loans Collateral. Each Borrower acknowledges and confirms that the Revolving Credit Exposure related to the 2013 Extended Revolving Credit Commitments), in each case after giving effect to this Second Amendment, including its guarantee of the Obligations Liens and the pledge of and/or grant of a security interest in its assets as Collateral interests granted pursuant to the Security Documents (secure the indebtedness, liabilities and obligations of the Borrowers to the Agent and the Lenders and Holders under the Original Notes and the Original Financing Agreement, as amended hereby) and restated pursuant to secure such Obligationsthe Notes and this Agreement, all as provided in respectively (except that the grants of security interests, mortgages and Liens under and pursuant to the Security Documents (as amended hereby)shall continue unaltered, and acknowledges and agrees that such obligations, liabilities, guarantee, pledge and grant each other Transaction Document shall continue in full force and effect in respect ofaccordance with its terms unless otherwise amended by the parties thereto, and the parties hereto hereby ratify and confirm the terms thereof as being in full force and effect and unaltered by this Agreement), and that the term “Obligations” as used in the Transaction Documents (or any other term used therein to securedescribe or refer to the indebtedness, such Obligations liabilities and obligations of the Borrowers to the Agent and the Lenders and Holders) includes the indebtedness, liabilities and obligations of the Borrowers under the Credit this Agreement and the other Loan DocumentsNotes delivered hereunder, and under the Original Notes and the Original Financing Agreement, as amended and restated pursuant to the Notes and this Agreement, respectively, as the same further may be amended, modified, supplemented and/or restated from time to time. The Transaction Documents and all agreements, instruments and documents executed or delivered in connection with any of the foregoing shall each case after giving be deemed to be amended to the extent necessary to give effect to the provisions of this Second AmendmentSection 13.17. Each reference to the “Financing Agreement” or the “Notes” in any Transaction Document shall mean and be a reference to this Agreement and the Notes issued hereunder, respectively (as each may be further amended, restated, supplemented or otherwise modified from time to time). Cross-references in the Transaction Documents to particular section numbers in the Original Financing Agreement shall be deemed to be cross-references to the corresponding sections, as applicable, of this Agreement.

Appears in 1 contract

Samples: Financing Agreement (Unigene Laboratories Inc)

Reaffirmation. By executing and delivering a counterpart hereof, (i) each Borrower Credit Party hereby agrees that that, as of the Fifteenth Amendment Effective Date and after giving effect to this Fifteenth Amendment and the transactions contemplated hereby, all Loans incurred by Obligations of the Borrowers Borrower (including, without limitation, the 2013 New First-Lien 2023 Incremental Term Loans incurred by the US Borrower, the 2013 Converted Existing First-Lien Term Loans and the 2013 Converted Extended First-Lien Term Loans incurred pursuant to the 2013 Term Loan Conversion) and all Revolving Credit Exposure (including, without limitation, Revolving Credit Exposure incurred pursuant to the 2013 Extended Revolving Credit CommitmentsLoans) shall be guaranteed pursuant to the First-Lien Guarantee and Collateral Agreement (as amended hereby) in accordance with the terms and provisions thereof and shall be secured pursuant to the First-Lien Security Documents (as amended hereby) in accordance with the terms and provisions thereof and thereof; (ii) each Borrower and each other Loan Credit Party hereby (A) agrees that, notwithstanding the effectiveness of this Second Fifteenth Amendment, as of the Fifteenth Amendment Effective Date and after giving effect to this Second Amendmentthereto, the First-Lien Security Documents continue to be in full force and effect, (B) agrees that, as of the Fifteenth Amendment Effective Date and after giving effect to this Fifteenth Amendment and the transactions contemplated hereby, all of the Liens and security interests created and arising under each Security Document to which it is a party remain in full force and effect on a continuous basis, and the perfected status and priority of each such Lien and security interest continues in full force and effect on a continuous basis, unimpaired, uninterrupted and undischarged, as collateral security for its Obligations under the Credit Documents (as modified hereby) to which it is a party, in each case, to the extent provided in, and subject to the limitations and qualifications set forth in, such Credit Documents (as modified hereby) and (BC) affirms and confirms all of its obligations and liabilities under the Credit Agreement and each other Loan Credit Document (including the 2013 New First-Lien Term Loans, the 2013 Converted Existing First-Lien Term Loans, the 2013 Converted Extended First-Lien Term Loans and the Revolving Credit Exposure related as modified hereby) to the 2013 Extended Revolving Credit Commitments)which it is a party, in each case after giving effect to this Second AmendmentFifteenth Amendment and the transactions contemplated hereby, including its guarantee of the Obligations and the pledge of and/or grant of a security interest in its assets as Collateral pursuant to the Security Documents (as amended modified hereby) to which it is a party to secure such Obligations, all as provided in the Security Documents (as amended modified hereby), and acknowledges and agrees that that, as of the Fifteenth Amendment Effective Date, such obligations, liabilities, guarantee, pledge and grant continue in full force and effect in respect of, and to secure, such Obligations under the Credit Agreement and the other Loan Credit Documents, in each case after giving effect to this Second AmendmentFifteenth Amendment and the incurrence of the 2023 Incremental Term Loans effected hereby and the other transactions contemplated hereby (including the 2018 Incremental Term Loan Maturity Extension); and (iii) each Guarantor agrees that nothing in the Credit Agreement, this Fifteenth Amendment or any other Credit Document shall be deemed to require the consent of such Guarantor to any future amendment to the Credit Agreement (as modified hereby). This Fifteenth Amendment shall not extinguish the obligations of the parties outstanding under the Security Documents or discharge, release or otherwise change the priority of any Lien on any Collateral pursuant to any of the Security Documents. Nothing herein contained shall be construed as a substitution or novation of the obligations, guarantees and liabilities outstanding under the Security Documents, and it is the intent of the parties hereto to confirm that all of the respective obligations of each of the Borrower and each other Credit Party under the Security Documents to which it is a party shall continue in full force and effect.

Appears in 1 contract

Samples: Credit Agreement (Vistra Corp.)

Reaffirmation. By executing and delivering a counterpart hereofEach Credit Party expressly acknowledges that it has reviewed the terms of this Amendment, (i) each Borrower hereby agrees that all Loans incurred by consents to the Borrowers (including, without limitation, amendments to the 2013 New First-Lien Term Loans incurred by the US Borrower, the 2013 Converted Existing First-Lien Term Loans and the 2013 Converted Extended First-Lien Term Loans incurred Credit Agreement effected pursuant to this Amendment and reaffirms, as of the 2013 Term Loan Conversiondate hereof and on the Amendment No. 4 Effective Date, that its guarantee (if applicable) of the Obligations under the Credit Agreement and all Revolving Credit Exposure (including, without limitation, Revolving Credit Exposure incurred its grant of Liens on the Collateral to secure the Obligations pursuant to the 2013 Extended Revolving Credit Commitments) shall be guaranteed pursuant each Collateral Document to the First-Lien Guarantee and Collateral Agreement (as amended hereby) which it is a party, in accordance with the terms and provisions thereof and shall be secured pursuant to the First-Lien Security Documents (as amended hereby) in accordance with the terms and provisions thereof and (ii) each Borrower and each other Loan Party hereby (A) agrees thatcase, notwithstanding the effectiveness of this Second Amendment, after giving effect to this Second Amendment, the First-Lien Security Documents continue to be continues in full force and effect and (B) affirms and confirms all extends to the obligations of its obligations and liabilities the Credit Parties under the Credit Agreement and each other Loan Document Documents (including the 2013 New First-Lien Term Loans, the 2013 Converted Existing First-Lien Term Loans, the 2013 Converted Extended First-Lien Term Loans and the Revolving Amended Credit Exposure related Agreement) subject to the 2013 Extended Revolving Credit Commitments), in each case after giving effect to this Second Amendment, including its guarantee of the Obligations and the pledge of and/or grant of a security interest in its assets as Collateral pursuant to the Security Documents (as amended hereby) to secure such Obligations, all as provided any limitations set out in the Security Documents (as amended hereby)Amended Credit Agreement and any other Credit Document applicable to that Credit Party. Neither the execution, and acknowledges and agrees that such obligationsdelivery, liabilities, guarantee, pledge and grant continue in full force and effect in respect of, and to secure, such Obligations under performance or effectiveness of this Amendment nor the modification of the Credit Agreement effected pursuant hereto: (i) impairs the validity, effectiveness or priority of the Liens granted pursuant to any Credit Document, and such Liens continue unimpaired with the same priority to secure repayment of all Obligations, whether heretofore or hereafter incurred; or (ii) requires that any new filings be made or other Loan Documentsaction be taken to perfect or to maintain the perfection of such Liens. By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Authorized Representative HSBC BANK USA, in each case after giving effect to this Second AmendmentNATIONAL ASSOCIATION, as Administrative Agent and Collateral Agent By: /s/ Xxxxxx XxXxxxxxxx Name: Xxxxxx XxXxxxxxxx Title: AVP HSBC BANK CANADA, as a Revolving Lender and an Issuing Bank By: /s/ Xxx Xxxxxxx Name: Xxx Xxxxxxx Title: Vice President, Global Banking By: /s/ My Le Name: My Le Title: Director, Global Banking BANK OF AMERICA, N.A., as a Revolving Lender By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: Vice President BARCLAYS BANK, PLC, as a Revolving Lender By: /s/ Sydney X. Xxxxxx Name: Sydney X. Xxxxxx Title: Director BANK OF MONTREAL, as a Revolving Lender By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Director THE BANK OF NOVA SCOTIA, as a Revolving Lender and an Issuing Bank By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Managing Director By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Associate Director NATIXIS, NEW YORK BRANCH., as a Revolving Lender and an Issuing Bank By: /s/ Ahmet Urgulu Name: Ahmet Urgulu Title: Executive Director By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Director ROYAL BANK OF CANADA, as a Revolving Lender and an Issuing Bank By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Authorized Signatory SUMITOMO MITSUI BANKING CORPORATION, as a Revolving Lender By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Managing Director XXXXX FARGO BANK, N.A., as a Revolving Lender and an Issuing Bank By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Director CITIBANK, N.A., as a New Lender By: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Vice President MUFG UNION BANK, N.A., as a New Lender By: /s/ Chi-Xxxxx Xxxx Name: Chi-Xxxxx Xxxx Title: Director

Appears in 1 contract

Samples: Credit and Guaranty Agreement (TerraForm Power, Inc.)

Reaffirmation. By executing and delivering a counterpart hereof, (i) each Borrower Credit Party hereby agrees that that, as of the Sixteenth Amendment Effective Date and after giving effect to this Sixteenth Amendment and the transactions contemplated hereby, all Loans incurred by Obligations of the Borrowers Borrower (including, without limitation, the 2013 New First-Lien Term Loans incurred by the US Borrower, the 2013 Converted Existing First-Lien Term Loans and the 2013 Converted Extended First-Lien Term Loans incurred pursuant to the 2013 Term Loan Conversion) and all Revolving Credit Exposure (including, without limitation, Revolving Credit Exposure incurred pursuant with respect to the 2013 Extended 2024 New Revolving Credit Commitments) shall be guaranteed pursuant to the First-Lien Guarantee and Collateral Agreement (as amended hereby) in accordance with the terms and provisions thereof and shall be secured pursuant to the First-Lien Security Documents (as amended hereby) in accordance with the terms and provisions thereof and thereof; (ii) each Borrower and each other Loan Credit Party hereby (A) agrees that, notwithstanding the effectiveness of this Second Sixteenth Amendment, as of the Sixteenth Amendment Effective Date and after giving effect to this Second Amendmentthereto, the First-Lien Security Documents continue to be in full force and effect, (B) agrees that, as of the Sixteenth Amendment Effective Date and after giving effect to this Sixteenth Amendment and the transactions contemplated hereby, all of the Liens and security interests created and arising under each Security Document to which it is a party remain in full force and effect on a continuous basis, and the perfected status and priority of each such Lien and security interest continues in full force and effect on a continuous basis, unimpaired, uninterrupted and undischarged, as collateral security for its Obligations under the Credit Documents (as modified hereby) to which it is a party, in each case, to the extent provided in, and subject to the limitations and qualifications set forth in, such Credit Documents (as modified hereby) and (BC) affirms and confirms all of its obligations and liabilities under the Credit Agreement and each other Loan Credit Document (including the 2013 New First-Lien Term Loans, the 2013 Converted Existing First-Lien Term Loans, the 2013 Converted Extended First-Lien Term Loans and the Revolving Credit Exposure related as modified hereby) to the 2013 Extended Revolving Credit Commitments)which it is a party, in each case after giving effect to this Second AmendmentSixteenth Amendment and the transactions contemplated hereby, including its guarantee of the Obligations and the pledge of and/or grant of a security interest in its assets as Collateral pursuant to the Security Documents (as amended modified hereby) to which it is a party to secure such Obligations, all as provided in the Security Documents (as amended modified hereby), and acknowledges and agrees that that, as of the Sixteenth Amendment Effective Date, such obligations, liabilities, guarantee, pledge and grant continue in full force and effect in respect of, and to secure, such Obligations under the Credit Agreement and the other Loan Credit Documents, in each case after giving effect to this Second Sixteenth Amendment, the incurrence of the 2024 Revolving Commitment Increase effected hereby and the other transactions contemplated hereby; and (iii) each Guarantor agrees that nothing in the Credit Agreement, this Sixteenth Amendment or any other Credit Document shall be deemed to require the consent of such Guarantor to any future amendment to the Credit Agreement (as modified hereby). This Sixteenth Amendment shall not extinguish the obligations of the parties outstanding under the Security Documents or discharge, release or otherwise change the priority of any Lien on any Collateral pursuant to any of the Security Documents. Nothing herein contained shall be construed as a substitution or novation of the obligations, guarantees and liabilities outstanding under the Security Documents, and it is the intent of the parties hereto to confirm that all of the respective obligations of each of the Borrower and each other Credit Party under the Security Documents to which it is a party shall continue in full force and effect.

Appears in 1 contract

Samples: Credit Agreement (Vistra Corp.)

Reaffirmation. By executing and delivering a counterpart hereof, (i) each Borrower Credit Party hereby agrees that that, as of the Second Amendment Effective Date and after giving effect to this Second Amendment, all Loans incurred by Obligations of the Borrowers (including, without limitation, the 2013 New First-Lien Term Loans incurred by the US Borrower, the 2013 Converted Existing First-Lien Term Loans and the 2013 Converted Extended First-Lien Term Loans incurred pursuant to the 2013 Term Loan Conversion) and all Revolving Credit Exposure (including, without limitation, Revolving Credit Exposure incurred pursuant to the 2013 Extended Revolving Credit Commitments) Parent Borrower shall be guaranteed pursuant to the First-Lien Guarantee and Collateral Agreement (as amended hereby) Guaranty in accordance with the terms and provisions thereof and shall be secured pursuant to the First-Lien Security Documents (as amended hereby) in accordance with the terms and provisions thereof and thereof; (ii) each Borrower and each other Loan Credit Party hereby (A) agrees that, notwithstanding the effectiveness of this Second Amendment, as of the Second Amendment Effective Date and after giving effect to this Second Amendment, the First-Lien Security Documents continue to be in full force and effect and effect, (B) agrees as of the Second Amendment Effective Date that all of the Liens and security interests created and arising under each Security Document remain in full force and effect on a continuous basis, and the perfected status and priority of each such Lien and security interest continues in full force and effect on a continuous basis, unimpaired, uninterrupted and undischarged, as collateral security for its Obligations under the Loan Documents (as modified hereby) to which it is a party, in each case, to the extent provided in, and subject to the limitations and qualifications set forth in, such Loan Documents (as amended by this Second Amendment) and (C) as of the Second Amendment Effective Date, affirms and confirms all of its obligations and liabilities under the Credit Agreement (as modified hereby) and each other Loan Document (including the 2013 New First-Lien Term Loans, the 2013 Converted Existing First-Lien Term Loans, the 2013 Converted Extended First-Lien Term Loans and the Revolving Credit Exposure related to the 2013 Extended Revolving Credit Commitmentsthis Second Amendment), in each case case, after giving effect to this Second Amendment, including its guarantee of the Obligations and the pledge of and/or grant of a security interest in its assets as Collateral pursuant to the Security Documents (as amended hereby) to secure such Obligations, all as provided in the Security Documents (as amended hereby)Documents, and acknowledges and agrees that as of the Second Amendment Effective Date such obligations, liabilities, guarantee, pledge and grant continue in full force and effect in respect of, and to secure, such Obligations under the Credit Agreement (as modified hereby) and the other Loan Documents, in each case after giving effect to this Second Amendment; and (iii) each Guarantor agrees that nothing in the Credit Agreement, this Second Amendment or any other Loan Document shall be deemed to require the consent of such Guarantor to any future amendment to the Credit Agreement.

Appears in 1 contract

Samples: Credit Agreement (PGT Innovations, Inc.)

Reaffirmation. By executing and delivering a counterpart hereof, (a) Each of the Reaffirming Parties (i) each Borrower hereby agrees that all Loans incurred by consents to the Borrowers (including, without limitation, the 2013 New First-Lien Term Loans incurred by the US Borrower, the 2013 Converted Existing First-Lien Term Loans Amendment Agreement and the 2013 Converted Extended First-Lien Term Loans incurred pursuant to the 2013 Term Loan Conversion) and all Revolving Credit Exposure transactions contemplated thereby (includingincluding any Additional Conversions), without limitation, Revolving Credit Exposure incurred pursuant to the 2013 Extended Revolving Credit Commitments) shall be guaranteed pursuant to the First-Lien Guarantee and Collateral Agreement (as amended hereby) in accordance with the terms and provisions thereof and shall be secured pursuant to the First-Lien Security Documents (as amended hereby) in accordance with the terms and provisions thereof and (ii) hereby confirms its guarantees (in the case of Holdings) and its pledges, grants of security interests and other agreements (in the case of all Reaffirming Parties), as applicable, under each Borrower of the Security Documents to which it is party and each other Loan Party hereby (Aiii) agrees that, that notwithstanding the effectiveness of this Second Amendmentthe Amendment Agreement and the consummation of the transactions contemplated thereby (including any Additional Conversions), after giving effect to this Second Amendmentsuch guarantees, the First-Lien Security Documents pledges, grants of security interests and other agreements shall continue to be in full force and effect and (B) affirms shall accrue to the benefit of the Lenders under the Amended Credit Agreement. Each of the Reaffirming Parties further agrees to take any action that may be required or that is reasonably requested by the Administrative Agent to ensure compliance by Holdings and confirms all the Borrower with Section 5.10 of the Amended Credit Agreement, hereby reaffirms its obligations under each similar provision of each Security Document to which it is party and liabilities under further agrees that notwithstanding the Credit effectiveness of the Amendment Agreement and each other Loan Document the consummation of the transactions contemplated thereby (including the 2013 New First-Lien Term Loans, the 2013 Converted Existing First-Lien Term Loans, the 2013 Converted Extended First-Lien Term Loans and the Revolving Credit Exposure related to the 2013 Extended Revolving Credit Commitmentsany Additional Conversions), in each case after giving effect such obligations shall continue to this Second Amendment, including its guarantee of the Obligations and the pledge of and/or grant of a security interest in its assets as Collateral pursuant to the Security Documents (as amended hereby) to secure such Obligations, all as provided in the Security Documents (as amended hereby), and acknowledges and agrees that such obligations, liabilities, guarantee, pledge and grant continue be in full force and effect in respect of, and shall accrue to secure, such Obligations the benefit of the Lenders under the Amended Credit Agreement Agreement. (b) Each of the Reaffirming Parties party to each of the Security Documents securing the Obligations of the Borrower hereby confirms and agrees that the Term B-6 Loans and the other Revolving Facility Loans under the Extended Maturity Revolving Facility Commitments (including those implemented pursuant to any Additional Conversions) constitute Loan Documents, Document Obligations (as defined in each case after giving effect to this Second Amendmentthe Collateral Agreement).

Appears in 1 contract

Samples: Reaffirmation Agreement (CAESARS ENTERTAINMENT Corp)

Reaffirmation. By executing and delivering a counterpart hereof, : (ia) each Borrower in its capacity as such immediately after giving effect to this Amendment and transactions contemplated hereby agrees that (including the release set forth in Section 2.6 above) hereby affirms and confirms all Loans incurred by of its Obligations under the Borrowers Existing Credit Agreement, the Amended Credit Agreement, and each other Loan Document (including, without limitation, (x) the 2013 New First-Lien USD Term Loans incurred by the US BorrowerA Loans, the 2013 Converted Existing First-Lien Term USD Revolving Loans, the USD Swing Line Loans and other Obligations related to the 2013 Converted Extended First-Lien Term USD Revolving Commitments, in each case solely to the extent applicable to such Borrower as set forth herein and in the Amended Credit Agreement, and (y) the Multicurrency Revolving Loans, the Multicurrency Swing Line Loans incurred and other Obligations related to the Multicurrency Revolving Commitments, in each case solely to the extent applicable to such Borrower as set forth herein and in the Amended Credit Agreement), consents to the modifications made to the Loan Documents pursuant to the 2013 Term Loan Conversion) this Amendment, and all Revolving Credit Exposure (including, without limitation, Revolving Credit Exposure incurred pursuant to the 2013 Extended Revolving Credit Commitments) shall be guaranteed pursuant to the First-Lien Guarantee and Collateral Agreement (as amended hereby) in accordance with the terms and provisions thereof and shall be secured pursuant to the First-Lien Security Documents (as amended hereby) in accordance with the terms and provisions thereof and (ii) each Borrower and each other Loan Party hereby (A) agrees that, notwithstanding the effectiveness of this Second AmendmentAmendment and the transactions contemplated hereby, after giving effect to this Second Amendmentthereto, the First-Lien that any Security Documents to which it is a party shall continue to be in full force and effect in the manner provided therein, (b) in the case of each Domestic Guarantor (as defined in the Guaranty) in its capacity as such immediately after giving effect to this Amendment and the transactions contemplated hereby (B) including the release set forth in Section 2.6 above), such Domestic Guarantor hereby affirms and confirms all of its obligations Guaranteed Obligations under and liabilities under as defined in the Guaranty, subject to the terms, limitations and conditions set forth therein, in the Amended Credit Agreement and each in the other Loan Document Documents (including including, but not limited to, Section 12.22 of the 2013 New First-Lien Term LoansAmended Credit Agreement), consents to the 2013 Converted Existing First-Lien Term Loansmodifications made to the Loan Documents pursuant to this Amendment, and agrees that, notwithstanding the 2013 Converted Extended First-Lien Term Loans effectiveness of this Amendment and the Revolving Credit Exposure related to the 2013 Extended Revolving Credit Commitments)transactions contemplated hereby, in each case after giving effect to this Second Amendmentthereto, including its guarantee of the Obligations and the pledge of and/or grant of a security interest in its assets as Collateral pursuant to the that any Security Documents (as amended hereby) to secure such Obligations, all as provided in the Security Documents (as amended hereby), and acknowledges and agrees that such obligations, liabilities, guarantee, pledge and grant which it is a party shall continue to be in full force and effect in respect of, the manner provided therein and to secure, (c) in the case of each Foreign Guarantor (as defined in the Guaranty) in its capacity as such Obligations under the Credit Agreement and the other Loan Documents, in each case immediately after giving effect to this Second Amendment and the transactions contemplated hereby (including the release set forth in Section 2.6 above), such Foreign Guarantor hereby affirms and confirms all of its Guaranteed Foreign Obligations under and as defined in the Guaranty, subject to the terms, limitations and conditions set forth therein, in the Amended Credit Agreement and in the other Loan Documents (including, but not limited to, Section 12.22 of the Amended Credit Agreement), consents to the modifications made to the Loan Documents pursuant to this Amendment, and agrees that, notwithstanding the effectiveness of this Amendment and the transactions contemplated hereby, after giving effect thereto, that any Security Documents to which it is a party shall continue to be in full force and effect in the manner provided therein, in the case of clauses (a), (b) and (c) of this paragraph, subject in all respects to Section 12.22 of the Amended Credit Agreement.

Appears in 1 contract

Samples: Credit Agreement (BALL Corp)

Reaffirmation. By executing and delivering a counterpart copy hereof, (i) each Borrower and each other Loan Party hereby (A) agrees that all Loans incurred by the Borrowers (including, without limitation, the 2013 New First-Lien 2024 Refinancing Term Loans incurred by the US Borrower, the 2013 Converted Existing First-Lien Term Loans and the 2013 Converted Extended First-Lien Term Loans incurred pursuant to the 2013 Term Loan ConversionLoans) and all Revolving Credit Exposure are (including, without limitation, Revolving Credit Exposure incurred pursuant to the 2013 Extended Revolving Credit Commitmentsor shall be) shall be guaranteed pursuant to the First-Lien Guarantee and Collateral Agreement (as amended hereby) in accordance with the terms and provisions thereof and are (or shall be be) secured pursuant to the First-Lien Security Documents (as amended hereby) in accordance with the terms and provisions thereof and (ii) each Borrower and each other Loan Party hereby (A) reaffirms its prior grant and the validity of the Liens granted by it pursuant to the Security Documents, (B) agrees that, notwithstanding the effectiveness of this Second Amendment, after giving effect to this Second AmendmentAmendment and the taking of the actions set forth on Exhibit B, the First-Lien Guarantee Agreement and the Liens created pursuant to the Security Documents for the benefit of the Secured Parties (including, without limitation, the 2024 Refinancing Term Lender) continue to be in full force and effect effect, subject to the Perfection Requirements and permitted non-perfection and (BC) affirms affirms, acknowledges and confirms all of its obligations and liabilities under the Amended Credit Agreement Agreement, and each other Loan Document (including the 2013 New First-Lien Term Loans, the 2013 Converted Existing First-Lien Term Loans, the 2013 Converted Extended First-Lien Term Loans and the Revolving Credit Exposure related to the 2013 Extended Revolving Credit Commitments), in each case after giving effect to this Second Amendment, including its guarantee of the Obligations and the pledge of and/or grant of which it is a security interest in its assets as Collateral pursuant to the Security Documents (as amended hereby) to secure such Obligationsparty, all as provided in the Security such Loan Documents (as amended herebysubject to the limitations therein), and acknowledges and agrees that such obligations, liabilities, guarantee, pledge obligations and grant liabilities continue in full force and effect in respect of, and in the case of Liens arising under the Loan Documents to secure, such the Secured Obligations under the Amended Credit Agreement and the other Loan DocumentsDocuments (including, without limitation, the Secured Obligations with respect to the 2024 Refinancing Term Loans), in each case after giving effect to this Second Amendment and the taking of the actions set forth on Exhibit B and subject to the Perfection Requirements and permitted non-perfection, and subject to the other terms thereof and limitations therein. Furthermore, each Loan Party hereby confirms that any Lien created by it under a Security Document governed by Dutch law has always been intended to extend to the obligations of the Secured Parties under the Loan Documents as amended and restated from time to time, including as amended by this Amendment, and shall so extend thereto in accordance with the terms of the Loan Documents.

Appears in 1 contract

Samples: First Lien Credit Agreement (Clarios International Inc.)

Reaffirmation. By executing and delivering a counterpart hereof, (ia) each Borrower Each Reaffirming Party hereby agrees acknowledges that all Loans incurred by the Borrowers (including, without limitation, the 2013 New First-Lien Term Loans incurred by the US Borrower, the 2013 Converted Existing First-Lien Term Loans and the 2013 Converted Extended First-Lien Term Loans incurred pursuant to the 2013 Term Loan Conversion) and all Revolving Credit Exposure (including, without limitation, Revolving Credit Exposure incurred pursuant to the 2013 Extended Revolving Credit Commitments) shall be guaranteed pursuant to the First-Lien Guarantee and Collateral Agreement (as amended hereby) in accordance with it has reviewed the terms and provisions thereof of the Credit Agreement and shall be secured the Amended Credit Agreement and consents to (i) the amendment and restatement of the Credit Agreement effected pursuant to this Amendment and the First-Lien Security Documents (as amended hereby) in accordance with the terms and provisions thereof Amended Credit Agreement and (ii) each Borrower the transactions contemplated by this Amendment and each other Loan the Amended Credit Agreement. Each Reaffirming Party hereby (Ai) agrees reaffirms its obligations under the Loan Documents to which it is a party and (ii) reaffirms that, notwithstanding the effectiveness of this Second Amendment, after giving effect to this Second Amendment, the First-Lien Security occurrence of the Funding Date and the consummation of the transactions contemplated hereby (including the amendment of the Credit Agreement), the guarantees, pledges, grants of security interests, Liens and other agreements and obligations of such Reaffirming Party and the terms of each of the Collateral Documents and each other Loan Document to which such Reaffirming Party is a party are not impaired or affected in any manner whatsoever and shall continue to be in full force and effect and (B) affirms and confirms all shall accrue to the benefit of its obligations and liabilities the Secured Parties under the Amended Credit Agreement. (b) Each Reaffirming Party hereby, on the Effective Date and the Funding Date, confirms and agrees that (i) the Initial Term Loans, the 2020 Incremental Term Loans and the Initial Revolving Credit Loans have constituted and continue to constitute, and the 2021 Incremental Term Loans and the 2021 Revolving Credit Commitment Increase shall, upon the funding and/or establishment thereof pursuant to Section 1 and Section 2(b) hereof, constitute, “Obligations” (or any word of like import) under each of the Amended Credit Agreement and Collateral Documents and each other Loan Document Document, and (including ii) the 2013 New First-Lien Term Loans, Obligations under the 2013 Converted Existing First-Lien Term Loans, Amended Credit Agreement have been and will continue to be guaranteed pursuant to Article IV of the 2013 Converted Extended First-Lien Term Loans Amended Credit Agreement and the Revolving Credit Exposure related secured pursuant to the 2013 Extended Revolving Credit Commitments)Collateral Documents by a legal, in each case after giving effect to this Second Amendmentvalid, including its guarantee of the Obligations binding and the pledge of and/or grant of a enforceable security interest in its assets and a fully perfected continuing Lien on all of such Reaffirming Party’s right, title and interest in, to and under all “Collateral” as Collateral pursuant to the Security Documents (as amended hereby) to secure such Obligations, all as provided defined in the Security Collateral Documents (as amended hereby), and acknowledges and agrees that such obligations, liabilities, guarantee, pledge and grant continue in full force and effect in respect of, and to secure, such Obligations under the Credit Agreement and the other Loan Documents. (c) In furtherance of the foregoing and to the extent possible under local law, each Reaffirming Party hereby grants to the Collateral Agent, for the ratable benefit of the Secured Parties, a security interest in all of the Collateral, as collateral security for the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of such Reaffirming Party’s Obligations (including without limitation the 2021 Incremental Term Loans and the 2021 Revolving Credit Commitment Increase). (d) Each of the Reaffirming Parties hereby confirms that the Agent is authorized to prepare and file all documents, agreements and instruments and take all other actions necessary to satisfy the perfection requirements and to cause the Lien created by each case after giving effect applicable Collateral Document in respect of the Obligations to this Second Amendmentbe duly perfected to the extent required by such agreement in accordance with all applicable Laws, including the filing of financing statements in such jurisdictions as may be reasonably determined by the Administrative Agent or the Collateral Agent as necessary.

Appears in 1 contract

Samples: Credit Agreement (APi Group Corp)

Reaffirmation. By executing and delivering a counterpart hereof, (i) each Borrower hereby agrees that all Loans incurred by the Borrowers (including, without limitation, the 2013 New First-Lien Term Loans incurred by the US Borrower, the 2013 Converted Existing First-Lien Term Loans and the 2013 Converted Extended First-Lien Term Loans incurred pursuant to the 2013 Term Each Loan Conversion) and all Revolving Credit Exposure (including, without limitation, Revolving Credit Exposure incurred pursuant to the 2013 Extended Revolving Credit Commitments) shall be guaranteed pursuant to the First-Lien Guarantee and Collateral Agreement (as amended hereby) in accordance with Party hereto expressly acknowledges the terms and provisions thereof and shall be secured pursuant to the First-Lien Security Documents (as amended hereby) in accordance with the terms and provisions thereof and (ii) each Borrower and each other Loan Party hereby (A) agrees that, notwithstanding the effectiveness of this Second AmendmentAmendment and reaffirms, after giving effect to this Second Amendmentas of the date hereof and on the Amendment No. 4 Effective Date, the First-Lien Security Documents continue to be in full force and effect and (B) affirms and confirms all of its obligations and liabilities under the Credit Agreement and each other Loan Document (including the 2013 New First-Lien Term Loans, the 2013 Converted Existing First-Lien Term Loans, the 2013 Converted Extended First-Lien Term Loans and the Revolving Credit Exposure related to the 2013 Extended Revolving Credit Commitments), in each case after giving effect to this Second Amendment, including that its guarantee of the Obligations and the pledge of and/or its grant of a Liens on and security interest in its assets as the Collateral to secure the Obligations pursuant to the Security Documents (as amended hereby) each Collateral Document to secure such Obligationswhich it is a party, all as provided in the Security Documents (as amended hereby)each case, and acknowledges and agrees that such obligations, liabilities, guarantee, pledge and grant continue remains in full force and effect on a continuous basis and extends to the obligations of the Loan Parties under the Loan Documents (including the Credit Agreement as amended by this Amendment) subject to any limitations set out in respect ofthe Credit Agreement (as so amended) and any other Loan Document applicable to that Loan Party. Each Loan Party agrees that the Obligations include, among other things and without limitation, the prompt and complete payment and performance by the Borrower when due and payable (whether at the stated maturity, by acceleration or otherwise) of principal and interest on, and to securepremium (if any) on, such the applicable Loans under the Amended Credit Agreement and that the Obligations under the Amended Credit Agreement are included in the “Secured Obligations” (as defined in the Guarantee and Collateral Agreement and the other Collateral Documents). Neither the execution, delivery, performance or effectiveness of this Amendment nor the modification of the Credit Agreement effected pursuant hereto: (i) impairs the validity, effectiveness or priority of the Liens or security interests granted pursuant to any Loan DocumentsDocument, in each case after giving effect and such Liens and security interests continue unimpaired with the same priority to this Second Amendmentsecure repayment of all Obligations, whether heretofore or hereafter incurred; or (ii) requires that any new filings be made or other action be taken to perfect or to maintain the perfection of such Liens or security interests.

Appears in 1 contract

Samples: Credit Agreement (Allison Transmission Holdings Inc)

Reaffirmation. By executing The parties hereto acknowledge and delivering a counterpart hereof, agree that (i) each this Tenth Amendment and any other Loan Document or other document or instrument executed and delivered in connection herewith do not constitute a novation or termination of the Guaranteed Obligations of the Borrower hereby agrees that all Loans incurred by the Borrowers (including, without limitation, the 2013 New First-Lien Term Loans incurred by the US Borrower, the 2013 Converted Existing First-Lien Term Loans and the 2013 Converted Extended First-Lien Term Loans incurred pursuant Subsidiary Guarantors as in effect prior to the 2013 Term Loan Conversion) and all Revolving Credit Exposure (including, without limitation, Revolving Credit Exposure incurred pursuant to the 2013 Extended Revolving Credit Commitments) shall be guaranteed pursuant to the First-Lien Guarantee and Collateral Agreement (as amended hereby) in accordance with the terms and provisions thereof and shall be secured pursuant to the First-Lien Security Documents (as amended hereby) in accordance with the terms and provisions thereof Amendment Effective Date and (ii) each such Guaranteed Obligations are in all respects continuing (as amended by this Tenth Amendment) with only the terms thereof being modified to the extent provided in this Tenth Amendment. Each of the Borrower and the Subsidiary Guarantors hereby consents to the entering into of this Tenth Amendment and each of the transactions contemplated hereby, confirms its respective guarantees, pledges, grants of security interests, Liens and other obligations, as applicable, under and subject to the terms of the Security Documents to which it is a party and each of the other Loan Party hereby (A) Documents to which it is party, and agrees that, notwithstanding the effectiveness of this Second AmendmentTenth Amendment or any of the transactions contemplated hereby, after giving effect to this Second Amendmentsuch guarantees, pledges, grants of security interests, Liens and other obligations, and the First-Lien terms of each of the other Security Documents to which it is a party and each of the other Loan Documents to which it is a party, are not impaired or affected in any manner whatsoever and shall continue to be in full force and effect and (B) affirms shall continue to secure all Guaranteed Obligations, as amended, reaffirmed and confirms all of its obligations and liabilities under the Credit Agreement and each other Loan Document (including the 2013 New First-Lien Term Loans, the 2013 Converted Existing First-Lien Term Loans, the 2013 Converted Extended First-Lien Term Loans and the Revolving Credit Exposure related to the 2013 Extended Revolving Credit Commitments), in each case after giving effect modified pursuant to this Second Amendment, including its guarantee Tenth Amendment or any of the Obligations and the pledge of and/or grant of a security interest in its assets as Collateral pursuant to the Security Documents (as amended hereby) to secure such Obligations, all as provided in the Security Documents (as amended hereby), and acknowledges and agrees that such obligations, liabilities, guarantee, pledge and grant continue in full force and effect in respect of, and to secure, such Obligations under the Credit Agreement and the other Loan Documents, in each case after giving effect to this Second Amendmenttransactions contemplated thereby.

Appears in 1 contract

Samples: Credit Agreement (NRG Energy, Inc.)

Reaffirmation. By executing and delivering a counterpart hereof, (i) each Borrower Credit Party hereby agrees that that, as of the Eleventh Amendment Effective Date and after giving effect to this Eleventh Amendment and the transactions contemplated hereby, all Loans incurred by Obligations of the Borrowers Borrower (including, without limitation, the 2013 New First-Lien Term Loans incurred by the US Borrower, the 2013 Converted Existing First-Lien Term Loans and the 2013 Converted Extended First-Lien Term Loans incurred pursuant to the 2013 Term Loan Conversion) and all Revolving Credit Exposure (including, without limitation, Revolving Credit Exposure incurred pursuant with respect to the 2013 Extended 2022 New Revolving Credit Commitments) shall be guaranteed pursuant to the First-Lien Guarantee and Collateral Agreement (as amended hereby) in accordance with the terms and provisions thereof and shall be secured pursuant to the First-Lien Security Documents (as amended hereby) in accordance with the terms and provisions thereof and thereof; (ii) each Borrower and each other Loan Credit Party hereby (A) agrees that, notwithstanding the effectiveness of this Second Eleventh Amendment, as of the Eleventh Amendment Effective Date and after giving effect to this Second Amendmentthereto, the First-Lien Security Documents continue to be in full force and effect, (B) agrees that, as of the Eleventh Amendment Effective Date and after giving effect to this Eleventh Amendment and the transactions contemplated hereby, all of the Liens and security interests created and arising under each Security Document to which it is a party remain in full force and effect on a continuous basis, and the perfected status and priority of each such Lien and security interest continues in full force and effect on a continuous basis, unimpaired, uninterrupted and undischarged, as collateral security for its Obligations under the Credit Documents (as modified hereby) to which it is a party, in each case, to the extent provided in, and subject to the limitations and qualifications set forth in, such Credit Documents (as modified hereby) and (BC) affirms and confirms all of its obligations and liabilities under the Credit Agreement and each other Loan Credit Document (including the 2013 New First-Lien Term Loans, the 2013 Converted Existing First-Lien Term Loans, the 2013 Converted Extended First-Lien Term Loans and the Revolving Credit Exposure related as modified hereby) to the 2013 Extended Revolving Credit Commitments)which it is a party, in each case after giving effect to this Second AmendmentEleventh Amendment and the transactions contemplated hereby, including its guarantee of the Obligations and the pledge of and/or grant of a security interest in its assets as Collateral pursuant to the Security Documents (as amended modified hereby) to which it is a party to secure such Obligations, all as provided in the Security Documents (as amended modified hereby), and acknowledges and agrees that that, as of the Eleventh Amendment Effective Date, such obligations, liabilities, guarantee, pledge and grant continue in full force and effect in respect of, and to secure, such Obligations under the Credit Agreement and the other Loan Credit Documents, in each case after giving effect to this Second AmendmentEleventh Amendment and the incurrence of the 2022 Revolving Commitment Increase effected hereby and the other transactions contemplated hereby; and (iii) each Guarantor agrees that nothing in the Credit Agreement, this Eleventh Amendment or any other Credit Document shall be deemed to require the consent of such Guarantor to any future amendment to the Credit Agreement. This Eleventh Amendment shall not extinguish the obligations of the parties outstanding under the Security Documents or discharge, release or otherwise change the priority of any Lien on any Collateral pursuant to any of the Security Documents. Nothing herein contained shall be construed as a substitution or novation of the obligations, guarantees and liabilities outstanding under the Security Documents, and it is the intent of the parties hereto to confirm that all of the respective obligations of each of the Borrower and each other Credit Party under the Security Documents to which it is a party shall continue in full force and effect.

Appears in 1 contract

Samples: Credit Agreement (Vistra Corp.)

Reaffirmation. By executing and delivering a counterpart hereof, (i) each Borrower Credit Party hereby agrees that that, as of the Fifth Amendment Effective Date and after giving effect to this Fifth Amendment and the transactions contemplated hereby, all Loans incurred by Obligations of the Borrowers Borrower (including, without limitation, the 2013 New First-Lien Term Loans incurred by the US Borrower, the 2013 Converted Existing First-Lien Term Loans and the 2013 Converted Extended First-Lien Term Loans incurred pursuant to the 2013 Term Loan Conversion) and all Revolving Credit Exposure (including, without limitation, Revolving Credit Exposure incurred pursuant with respect to the 2013 Extended 2022-E New Revolving Credit Commitments) shall be guaranteed pursuant to the First-Lien Guarantee and Collateral Agreement (as amended hereby) in accordance with the terms and provisions thereof and shall be secured pursuant to the First-Lien Security Documents (as amended hereby) in accordance with the terms and provisions thereof and thereof; (ii) each Borrower and each other Loan Credit Party hereby (A) agrees that, notwithstanding the effectiveness of this Second Fifth Amendment, as of the Fifth Amendment Effective Date and after giving effect to this Second Amendmentthereto, the First-Lien Security Documents continue to be in full force and effect, (B) agrees that, as of the Fifth Amendment Effective Date and after giving effect to this Fifth Amendment and the transactions contemplated hereby, all of the Liens and security interests created and arising under each Security Document to which it is a party remain in full force and effect on a continuous basis, and the perfected status and priority of each such Lien and security interest continues in full force and effect on a continuous basis, unimpaired, uninterrupted and undischarged, as collateral security for its Obligations under the Credit Documents (as modified hereby) to which it is a party, in each case, to the extent provided in, and subject to the limitations and qualifications set forth in, such Credit Documents (as modified hereby) and (BC) affirms and confirms all of its obligations and liabilities under the Credit Agreement and each other Loan Credit Document (including the 2013 New First-Lien Term Loans, the 2013 Converted Existing First-Lien Term Loans, the 2013 Converted Extended First-Lien Term Loans and the Revolving Credit Exposure related as modified hereby) to the 2013 Extended Revolving Credit Commitments)which it is a party, in each case after giving effect to this Second AmendmentFifth Amendment and the transactions contemplated hereby, including its guarantee of the Obligations and the pledge of and/or grant of a security interest in its assets as Collateral pursuant to the Security Documents (as amended modified hereby) to which it is a party to secure such Obligations, all as provided in the Security Documents (as amended modified hereby), and acknowledges and agrees that that, as of the Fifth Amendment Effective Date, such obligations, liabilities, guarantee, pledge and grant continue in full force and effect in respect of, and to secure, such Obligations under the Credit Agreement and the other Loan Credit Documents, in each case after giving effect to this Second AmendmentFifth Amendment and the incurrence of the 2022-E Revolving Commitment Increase effected hereby and the other transactions contemplated hereby; and (iii) each Guarantor agrees that nothing in the Credit Agreement, this Fifth Amendment or any other Credit Document shall be deemed to require the consent of such Guarantor to any future amendment to the Credit Agreement. This Fifth Amendment shall not extinguish the obligations of the parties outstanding under the Security Documents or discharge, release or otherwise change the priority of any Lien on any Collateral pursuant to any of the Security Documents. Nothing herein contained shall be construed as a substitution or novation of the obligations, guarantees and liabilities outstanding under the Security Documents, and it is the intent of the parties hereto to confirm that all of the respective obligations of each of the Borrower and each other Credit Party under the Security Documents to which it is a party shall continue in full force and effect.

Appears in 1 contract

Samples: Credit Agreement (Vistra Corp.)

Reaffirmation. By executing and delivering a counterpart hereof, (a) Each of the Reaffirming Parties confirms that (i) each Borrower hereby agrees that all Loans incurred the security interests granted by the Borrowers (including, without limitation, the 2013 New First-Lien Term Loans incurred by the US Borrower, the 2013 Converted Existing First-Lien Term Loans and the 2013 Converted Extended First-Lien Term Loans incurred pursuant to the 2013 Term Loan Conversion) and all Revolving Credit Exposure (including, without limitation, Revolving Credit Exposure incurred pursuant to the 2013 Extended Revolving Credit Commitments) shall be guaranteed pursuant to the First-Lien Guarantee and Collateral Agreement (as amended hereby) in accordance with the terms and provisions thereof and shall be secured pursuant to the First-Lien Security Documents (as amended hereby) in accordance with the terms and provisions thereof and (ii) each Borrower and each other Loan Party hereby (A) agrees that, notwithstanding the effectiveness of this Second Amendment, after giving effect to this Second Amendment, the First-Lien Security Documents continue to be in full force and effect and (B) affirms and confirms all of its obligations and liabilities it under the Credit Agreement and each other Loan Document (including the 2013 New First-Lien Term Loans, the 2013 Converted Existing First-Lien Term Loans, the 2013 Converted Extended First-Lien Term Loans and the Revolving Credit Exposure related to the 2013 Extended Revolving Credit Commitments), in each case after giving effect to this Second Amendment, including its guarantee of the Obligations and the pledge of and/or grant of a security interest in its assets as Collateral pursuant to the Security Documents (as amended hereby) and in existence immediately prior to secure such Obligations, all as provided in the Security Documents (as amended hereby), and acknowledges and agrees that such obligations, liabilities, guarantee, pledge and grant Restatement Date shall continue in full force and effect in respect of, on the terms of the respective Security Documents and to secure, such (ii) on the Restatement Date the Obligations under the Restated Credit Agreement shall constitute "Obligations" under the Guarantee and Collateral Agreement as amended by paragraph (b) below (as so amended, the "Amended GCA") and "secured obligations" (however defined) under the other Security Documents (subject to any limitations set forth in the Amended GCA or such other Security Documents). Each party hereto confirms that the intention of the parties is that each of the Guarantee and Collateral Agreement and each other Security Document shall not terminate on the Restatement Date and shall continue in full force and effect as amended or amended and restated by the Restated Credit Agreement, this Agreement or otherwise. (b) The references to Section "6.06(e)" and "6.06(f)" of the Credit Agreement in Section 12.13(d) of the Guarantee and Collateral Agreement are hereby replaced with references to Section "6.04(d)". (c) On the Restatement Date, (i) the term "Credit Agreement", as used in the Security Documents, shall mean the Restated Credit Agreement and (ii) the other Loan Documentsterms "Agreement", "this Agreement", "herein", "hereinafter", "hereto", "hereof" and words of similar import, as used in each case after giving effect the Amended GCA, shall, unless the context otherwise requires, refer to this Second Amendmentthe Guarantee and Collateral Agreement as amended hereby.

Appears in 1 contract

Samples: Reaffirmation Agreement (Goodyear Tire & Rubber Co /Oh/)

Reaffirmation. By executing Each of the Credit Parties party to the Security Agreement, the Guaranty and delivering a counterpart hereofthe other Security Documents, in each case as amended, restated, amended and restated, supplemented or otherwise modified from time to time, hereby (i) each Borrower hereby acknowledges and agrees that all the New Term Loans incurred by the Borrowers (including, without limitationare Term Loans, the 2013 New First-Lien Term Loans incurred by the US BorrowerLenders are Term Lenders, the 2013 Converted Existing First-Lien Term New Revolving Commitments are Revolving Commitments, the New Revolving Loans are Revolving Loans, the New Revolving Lenders are Revolving Lenders, the New Revolving Facility Exposure is Revolving Facility Exposure, the New Canadian Commitments are Canadian Commitments and the 2013 Converted Extended First-New Canadian Lenders are Canadian Lenders, and that all of its obligations under the Security Agreement, the Guaranty and the other Security Documents to which it is a party are reaffirmed and remain in full force and effect on a continuous basis, (ii) reaffirms each Lien Term Loans incurred granted by such Credit Party to the Collateral Agent for the benefit of the Secured Creditors and reaffirms the guaranties made pursuant to the 2013 Term Loan ConversionGuaranty and Section 10.01 of the Amended Credit Agreement, (iii) acknowledges and all Revolving agrees that the grants of security interests by, and the guaranties of, the Credit Exposure (includingParties contained in the Security Agreement, without limitationthe Guaranty and the other Security Documents are, Revolving Credit Exposure incurred pursuant to the 2013 Extended Revolving Credit Commitments) shall be guaranteed pursuant to the First-Lien Guarantee and Collateral Agreement (as amended hereby) in accordance with the terms and provisions thereof and shall be secured pursuant to the First-Lien Security Documents (as amended hereby) remain, in accordance with the terms full force and provisions thereof and (ii) each Borrower and each other Loan Party hereby (A) agrees that, notwithstanding the effectiveness of this Second Amendment, effect after giving effect to this Second AmendmentThird Amendment and (iv) agrees that the Obligations include, among other things and without limitation, the First-Lien Security Documents continue to be in full force prompt and effect complete payment and performance by the Borrower when due and payable (Bwhether at the stated maturity, by acceleration or otherwise) affirms of principal and confirms all of its obligations interest on, and liabilities under premium or fees (if any) on, the Credit Agreement and each other Loan Document (including the 2013 New First-Lien Term Loans, the 2013 Converted Existing First-Lien Term LoansNew Canadian Commitments, the 2013 Converted Extended First-Lien Term New Revolving Commitments and the New Revolving Loans and the any other New Revolving Credit Facility Exposure related to the 2013 Extended Revolving Credit Commitments), in each case after giving effect to this Second Amendment, including its guarantee of the Obligations and the pledge of and/or grant of a security interest in its assets as Collateral pursuant to the Security Documents (as amended hereby) to secure such Obligations, all as provided in the Security Documents (as amended hereby), and acknowledges and agrees that such obligations, liabilities, guarantee, pledge and grant continue in full force and effect in respect of, and to secure, such Obligations under the Amended Credit Agreement and the other Loan Documents, in each case after giving effect to this Second AmendmentAgreement.

Appears in 1 contract

Samples: Credit Agreement (American Greetings Corp)

Reaffirmation. By executing (A) Each of Holdings, the Borrowers and delivering the Subsidiary Guarantors (each, a counterpart hereof“Reaffirming Party”) hereby (a) affirms and confirms its guarantees, pledges, grants of Liens, covenants, agreements and other commitments under the Loan Documents to which it is a party and (b) agrees that (i) each Borrower hereby agrees that all Loans incurred by the Borrowers (including, without limitation, the 2013 New First-Lien Term Loans incurred by the US Borrower, the 2013 Converted Existing First-Lien Term Loans and the 2013 Converted Extended First-Lien Term Loans incurred pursuant Loan Document to the 2013 Term Loan Conversion) and all Revolving Credit Exposure (including, without limitation, Revolving Credit Exposure incurred pursuant to the 2013 Extended Revolving Credit Commitments) which it is a party shall be guaranteed pursuant to the First-Lien Guarantee and Collateral Agreement (as amended hereby) in accordance with the terms and provisions thereof and shall be secured pursuant to the First-Lien Security Documents (as amended hereby) in accordance with the terms and provisions thereof and (ii) each Borrower and each other Loan Party hereby (A) agrees that, notwithstanding the effectiveness of this Second Amendment, after giving effect to this Second Amendment, the First-Lien Security Documents continue to be in full force and effect and (Bii) affirms all guarantees, pledges, grants of Liens, covenants, agreements and confirms all of its obligations and liabilities other commitments under the Credit Agreement and each other Loan Document (including the 2013 New First-Lien Term Loans, the 2013 Converted Existing First-Lien Term Loans, the 2013 Converted Extended First-Lien Term Loans and the Revolving Credit Exposure related Documents shall continue to the 2013 Extended Revolving Credit Commitments), in each case after giving effect to this Second Amendment, including its guarantee of the Obligations and the pledge of and/or grant of a security interest in its assets as Collateral pursuant to the Security Documents (as amended hereby) to secure such Obligations, all as provided in the Security Documents (as amended hereby), and acknowledges and agrees that such obligations, liabilities, guarantee, pledge and grant continue be in full force and effect and shall accrue to the benefit of the Secured Parties and shall not be affected, impaired or discharged hereby or by the transactions contemplated hereby. (B) The representations and warranties of each Reaffirming Party set forth in respect ofthe Loan Documents to which it is a party are, and to secure, such Obligations under the Credit Agreement and the other Loan Documents, in each case after giving effect to hereto, true and correct in all material respects on and as of the Restatement Effective Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date in which case they shall be true and correct in all material respects as of such earlier date. (C) After giving effect hereto, neither the restatement of the Original Credit Agreement effected pursuant hereto nor the execution, delivery, performance or effectiveness of this Second AmendmentRestatement Agreement (i) impairs the validity, effectiveness or priority of the Liens granted pursuant to any Loan Document, and such Liens continue unimpaired with the same priority to secure repayment of all Secured Obligations, whether heretofore or hereafter incurred; or (ii) requires that any new filings be made or other action taken to perfect or to maintain the perfection of such Liens.

Appears in 1 contract

Samples: Credit Agreement (Lamar Advertising Co/New)

Reaffirmation. By executing and delivering a counterpart hereof, (a) Each Reaffirming Party (i) each Borrower hereby agrees that all Loans incurred by the Borrowers (including, without limitation, the 2013 New First-Lien Term Loans incurred by the US Borrower, the 2013 Converted Existing First-Lien Term Loans and the 2013 Converted Extended First-Lien Term Loans incurred pursuant to the 2013 Term Loan Conversion) and all Revolving Credit Exposure (including, without limitation, Revolving Credit Exposure incurred pursuant to the 2013 Extended Revolving Credit Commitments) shall be guaranteed pursuant to the First-Lien Guarantee and Collateral Agreement (as amended hereby) in accordance with the terms and provisions thereof and shall be secured pursuant to the First-Lien Security Documents (as amended hereby) in accordance with the terms and provisions thereof and (ii) each Borrower and each other Loan Party hereby (A) agrees that, notwithstanding the effectiveness of this Second AmendmentAmendment No. 9 or the consummation of the transactions contemplated thereby, after giving effect to this Second Amendment, each of the First-Lien Security Documents continue (as each may have been amended, modified and/or confirmed on or prior to the date hereof) set forth on Schedule B hereto to which it is a party (each, a “Reaffirmed Security Document”) continues to be in full force and effect effect, subject to the Legal Reservations, and is hereby ratified and reaffirmed, (ii) confirms its respective pledges and grants of security interests in the Collateral to the extent provided in the Reaffirmed Security Documents and (Biii) acknowledges that each such Reaffirmed Security Document to which it is a party and the First Lien Intercreditor Agreement continue in full force and effect subject to the Legal Reservations and extend, subject to the limitations contained therein, to any additional Bank Obligations having arisen or arising as a result of Amendment No. 9, which continue to be considered “Credit Agreement Obligations” under the First Lien Intercreditor Agreement. (b) Each Reaffirming Party hereby (i) ratifies and affirms Amendment No. 9 and confirms all the transactions contemplated thereby, (ii) agrees that, notwithstanding the effectiveness of Amendment No. 9, its obligations and liabilities under guarantee provided pursuant to Article X of the Credit Agreement continues to be in full force and each other Loan Document effect, (including the 2013 New First-Lien Term Loans, the 2013 Converted Existing First-Lien Term Loans, the 2013 Converted Extended First-Lien Term Loans and the Revolving Credit Exposure related to the 2013 Extended Revolving Credit Commitments), in each case after giving effect to this Second Amendment, including iii) confirms its guarantee of the Bank Obligations and the pledge of and/or grant of a security interest in its assets as Collateral pursuant (with respect to the Security Documents (as amended herebyitself) to secure such Obligations, all as provided in the Security Loan Documents (including any limitations expressly set forth therein as may be amended hereby), and/or modified from time to time) and (iv) acknowledges and agrees that such obligationsguarantee (including any limitations thereto expressly set forth in the relevant Loan Document, liabilities, guarantee, pledge including Schedule 10.03 of the Credit Agreement mutatis mutandis and grant continue in any Guarantor Joinder to the Credit Agreement) continues in full force and effect in respect of, and to secure, such of the Bank Obligations under the Credit Agreement and the other Loan Documents, including any additional Bank Obligations having arisen or arising as a result of Amendment No. 9. (c) Each of the Reaffirming Parties hereby confirms and agrees that, with respect to any Reaffirmed Security Document to which it is a party, all additional Bank Obligations having arisen or arising as a result of Amendment No. 9 constitute “Obligations” or “Secured Liabilities” or words of similar import as set forth across from and described under the applicable Reaffirmed Security Documents listed in Schedule B (subject to certain exceptions in respect of the documentation listed in Schedule B that is governed by the laws of Quebec and Germany). (d) Each of the Reaffirming Parties hereby agrees that the Parallel Debt, if any, of such Reaffirming Party created under the First Lien Intercreditor Agreement or under any Guarantor Joinder in effect prior to the date hereof shall continue to be in full force and effect and shall accrue to the benefit of each case after giving effect Collateral Agent (for the benefit of the Secured Parties (as defined in the First Lien Intercreditor Agreement)) and shall continue to this Second Amendmentapply, as applicable, in relation to all Obligations following the effectiveness of Amendment No. 9 and the consummation of the transactions contemplated thereby.

Appears in 1 contract

Samples: Reaffirmation Agreement (Reynolds Group Holdings LTD)

Reaffirmation. By executing and delivering a counterpart hereof, (i) each Borrower Credit Party hereby agrees that all Loans incurred by that, as of the Borrowers (including, without limitation, the 2013 New First-Lien Term Loans incurred by the US Borrower, the 2013 Converted Existing First-Lien Term Loans Thirteenth Amendment Effective Date and after giving effect to this Thirteenth Amendment and the 2013 Converted Extended First-Lien Term Loans incurred pursuant to transactions contemplated hereby, all Obligations of the 2013 Term Loan Conversion) and all Revolving Credit Exposure (including, without limitation, Revolving Credit Exposure incurred pursuant to the 2013 Extended Revolving Credit Commitments) Borrower shall be guaranteed pursuant to the First-Lien Guarantee and Collateral Agreement (as amended hereby) in accordance with the terms and provisions thereof and shall be secured pursuant to the First-Lien Security Documents (as amended hereby) in accordance with the terms and provisions thereof and thereof; (ii) each Borrower and each other Loan Credit Party hereby (A) agrees that, notwithstanding the effectiveness of this Second Thirteenth Amendment, as of the Thirteenth Amendment Effective Date and after giving effect to this Second Amendmentthereto, the First-Lien Security Documents continue to be in full force and effect, (B) agrees that, as of the Thirteenth Amendment Effective Date and after giving effect to this Thirteenth Amendment and the transactions contemplated hereby, all of the Liens and security interests created and arising under each Security Document to which it is a party remain in full force and effect on a continuous basis, and the perfected status and priority of each such Lien and security interest continues in full force and effect on a continuous basis, unimpaired, uninterrupted and undischarged, as collateral security for its Obligations under the Credit Documents (as modified hereby) to which it is a party, in each case, to the extent provided in, and subject to the limitations and qualifications set forth in, such Credit Documents (as modified hereby) and (BC) affirms and confirms all of its obligations and liabilities under the Credit Agreement and each other Loan Credit Document (including the 2013 New First-Lien Term Loans, the 2013 Converted Existing First-Lien Term Loans, the 2013 Converted Extended First-Lien Term Loans and the Revolving Credit Exposure related as modified hereby) to the 2013 Extended Revolving Credit Commitments)which it is a party, in each case after giving effect to this Second AmendmentThirteenth Amendment and the transactions contemplated hereby, including its guarantee of the Obligations and the pledge of and/or grant of a security interest in its assets as Collateral pursuant to the Security Documents (as amended modified hereby) to which it is a party to secure such Obligations, all as provided in the Security Documents (as amended modified hereby), and acknowledges and agrees that that, as of the Thirteenth Amendment Effective Date, such obligations, liabilities, guarantee, pledge and grant continue in full force and effect in respect of, and to secure, such Obligations under the Credit Agreement and the other Loan Credit Documents, in each case after giving effect to this Second AmendmentThirteenth Amendment and the transactions contemplated hereby; and (iii) each Guarantor agrees that nothing in the Credit Agreement, this Thirteenth Amendment or any other Credit Document shall be deemed to require the consent of such Guarantor to any future amendment to the Credit Agreement. This Thirteenth Amendment shall not extinguish the obligations of the parties outstanding under the Security Documents or discharge, release or otherwise change the priority of any Lien on any Collateral pursuant to any of the Security Documents. Nothing herein contained shall be construed as a substitution or novation of the obligations, guarantees and liabilities outstanding under the Security Documents, and it is the intent of the parties hereto to confirm that all of the respective obligations of each of the Borrower and each other Credit Party under the Security Documents to which it is a party shall continue in full force and effect.

Appears in 1 contract

Samples: Credit Agreement (Vistra Corp.)

Reaffirmation. By executing and delivering a counterpart hereof, (a) Each of the Reaffirming Parties (i) each Borrower hereby agrees that all Loans incurred by consents to the Borrowers (including, without limitation, the 2013 New First-Lien Term Loans incurred by the US Borrower, the 2013 Converted Existing First-Lien Term Loans Incremental Assumption Agreement and the 2013 Converted Extended First-Lien Term Loans incurred pursuant to the 2013 Term Loan Conversion) and all Revolving Credit Exposure transactions contemplated thereby (includingincluding any Additional Conversions), without limitation, Revolving Credit Exposure incurred pursuant to the 2013 Extended Revolving Credit Commitments) shall be guaranteed pursuant to the First-Lien Guarantee and Collateral Agreement (as amended hereby) in accordance with the terms and provisions thereof and shall be secured pursuant to the First-Lien Security Documents (as amended hereby) in accordance with the terms and provisions thereof and (ii) hereby confirms its guarantees (in the case of Holdings) and its pledges, grants of security interests and other agreements (in the case of all Reaffirming Parties), as applicable, under each Borrower of the Security Documents to which it is party and each other Loan Party hereby (Aiii) agrees that, that notwithstanding the effectiveness of this Second Amendmentthe Incremental Assumption Agreement and the consummation of the transactions contemplated thereby (including any Additional Conversions), after giving effect to this Second Amendmentsuch guarantees, the First-Lien Security Documents pledges, grants of security interests and other agreements shall continue to be in full force and effect and (B) affirms and confirms all shall accrue to the benefit of its obligations and liabilities the Lenders under the Credit Agreement. Each of the Reaffirming Parties further agrees to take any action that may be required or that is reasonably requested by the Administrative Agent to ensure compliance by Holdings and the Borrower with Section 5.10 of the Credit Agreement, hereby reaffirms its obligations under each similar provision of each Security Document to which it is party and further agrees that notwithstanding the effectiveness of the Incremental Assumption Agreement and each other Loan Document the consummation of the transactions contemplated thereby (including the 2013 New First-Lien Term Loans, the 2013 Converted Existing First-Lien Term Loans, the 2013 Converted Extended First-Lien Term Loans and the Revolving Credit Exposure related to the 2013 Extended Revolving Credit Commitmentsany Additional Conversions), in each case after giving effect such obligations shall continue to this Second Amendment, including its guarantee of the Obligations and the pledge of and/or grant of a security interest in its assets as Collateral pursuant to the Security Documents (as amended hereby) to secure such Obligations, all as provided in the Security Documents (as amended hereby), and acknowledges and agrees that such obligations, liabilities, guarantee, pledge and grant continue be in full force and effect in respect of, and shall accrue to secure, such Obligations the benefit of the Lenders under the Credit Agreement Agreement. (b) Each of the Reaffirming Parties party to each of the Security Documents securing the Obligations of the Borrower hereby confirms and agrees that the Term B-6 Loans and the other Revolving Facility Loans under the Extended Maturity Revolving Facility Commitments (including those implemented pursuant to any Additional Conversions) constitute Loan Documents, Document Obligations (as defined in each case after giving effect to this Second Amendmentthe Collateral Agreement).

Appears in 1 contract

Samples: Reaffirmation Agreement (CAESARS ENTERTAINMENT Corp)

Reaffirmation. By executing and delivering a counterpart hereof, (i) each Borrower Credit Party hereby agrees that that, as of the Fourth Amendment Effective Date and after giving effect to this Fourth Amendment and the transactions contemplated hereby, all Loans incurred by Obligations of the Borrowers Borrower (including, without limitation, the 2013 New First-Lien Term Loans incurred by the US Borrower, the 2013 Converted Existing First-Lien Term Loans and the 2013 Converted Extended First-Lien Term Loans incurred pursuant to the 2013 Term Loan Conversion) and all Revolving Credit Exposure (including, without limitation, Revolving Credit Exposure incurred pursuant with respect to the 2013 Extended 2022-D New Revolving Credit Commitments) shall be guaranteed pursuant to the First-Lien Guarantee and Collateral Agreement (as amended hereby) in accordance with the terms and provisions thereof and shall be secured pursuant to the First-Lien Security Documents (as amended hereby) in accordance with the terms and provisions thereof and thereof; (ii) each Borrower and each other Loan Credit Party hereby (A) agrees that, notwithstanding the effectiveness of this Second Fourth Amendment, as of the Fourth Amendment Effective Date and after giving effect to this Second Amendmentthereto, the First-Lien Security Documents continue to be in full force and effect, (B) agrees that, as of the Fourth Amendment Effective Date and after giving effect to this Fourth Amendment and the transactions contemplated hereby, all of the Liens and security interests created and arising under each Security Document to which it is a party remain in full force and effect on a continuous basis, and the perfected status and priority of each such Lien and security interest continues in full force and effect on a continuous basis, unimpaired, uninterrupted and undischarged, as collateral security for its Obligations under the Credit Documents (as modified hereby) to which it is a party, in each case, to the extent provided in, and subject to the limitations and qualifications set forth in, such Credit Documents (as modified hereby) and (BC) affirms and confirms all of its obligations and liabilities under the Credit Agreement and each other Loan Credit Document (including the 2013 New First-Lien Term Loans, the 2013 Converted Existing First-Lien Term Loans, the 2013 Converted Extended First-Lien Term Loans and the Revolving Credit Exposure related as modified hereby) to the 2013 Extended Revolving Credit Commitments)which it is a party, in each case after giving effect to this Second AmendmentFourth Amendment and the transactions contemplated hereby, including its guarantee of the Obligations and the pledge of and/or grant of a security interest in its assets as Collateral pursuant to the Security Documents (as amended modified hereby) to which it is a party to secure such Obligations, all as provided in the Security Documents (as amended modified hereby), and acknowledges and agrees that that, as of the Fourth Amendment Effective Date, such obligations, liabilities, guarantee, pledge and grant continue in full force and effect in respect of, and to secure, such Obligations under the Credit Agreement and the other Loan Credit Documents, in each case after giving effect to this Second AmendmentFourth Amendment and the incurrence of the 2022-D Revolving Commitment Increase effected hereby and the other transactions contemplated hereby; and (iii) each Guarantor agrees that nothing in the Credit Agreement, this Fourth Amendment or any other Credit Document shall be deemed to require the consent of such Guarantor to any future amendment to the Credit Agreement. This Fourth Amendment shall not extinguish the obligations of the parties outstanding under the Security Documents or discharge, release or otherwise change the priority of any Lien on any Collateral pursuant to any of the Security Documents. Nothing herein contained shall be construed as a substitution or novation of the obligations, guarantees and liabilities outstanding under the Security Documents, and it is the intent of the parties hereto to confirm that all of the respective obligations of each of the Borrower and each other Credit Party under the Security Documents to which it is a party shall continue in full force and effect.

Appears in 1 contract

Samples: Credit Agreement (Vistra Corp.)

Reaffirmation. By executing and delivering a counterpart hereof, (i) each Borrower Credit Party hereby agrees that that, as of the Second Amendment Effective Date and after giving effect to this Second Amendment, all Loans incurred by Obligations of the Borrowers (including, without limitation, the 2013 New First-Lien Term Loans incurred by the US Borrower, the 2013 Converted Existing First-Lien Term Loans and the 2013 Converted Extended First-Lien Term Loans incurred pursuant to the 2013 Term Loan Conversion) and all Revolving Credit Exposure (including, without limitation, Revolving Credit Exposure incurred pursuant to the 2013 Extended Revolving Credit Commitments) Borrower shall be guaranteed pursuant to the First-Lien Guarantee and Collateral Agreement (as amended hereby) Guaranty in accordance with the terms and provisions thereof and shall be secured pursuant to the First-Lien Security Collateral Documents (as amended hereby) in accordance with the terms and provisions thereof and thereof; (ii) each Borrower and each other Loan Credit Party hereby (A) agrees that, notwithstanding the effectiveness of this Second Amendment, as of the Second Amendment Effective Date and after giving effect to this Second Amendment, the First-Lien Security Collateral Documents continue to be in full force and effect and effect, (B) agrees as of the Second Amendment Effective Date that all of the Liens and security interests created and arising under each Collateral Document remain in full force and effect on a continuous basis, and the perfected status and priority of each such Lien and security interest continues in full force and effect on a continuous basis, unimpaired, uninterrupted and undischarged, as collateral security for its Obligations under the Credit Documents (as modified hereby) to which it is a party, in each case, to the extent provided in, and subject to the limitations and qualifications set forth in, such Credit Documents (as amended by this Second Amendment) and (C) as of the Second Amendment Effective Date affirms and confirms all of its obligations and liabilities under the Credit Agreement (as modified hereby) and each other Loan Credit Document (including the 2013 New First-Lien Term Loans, the 2013 Converted Existing First-Lien Term Loans, the 2013 Converted Extended First-Lien Term Loans and the Revolving Credit Exposure related to the 2013 Extended Revolving Credit Commitmentsthis Second Amendment), in each case after giving effect to this Second Amendment, including its guarantee of the Obligations and the pledge of and/or grant of a security interest in its assets as constituting Collateral pursuant to the Security Collateral Documents (as amended hereby) to secure such Obligations, all as provided in the Security Documents (as amended hereby)Collateral Documents, and acknowledges and agrees that as of the Second Amendment Effective Date such obligations, liabilities, guarantee, pledge and grant continue in full force and effect in respect of, and to secure, such Obligations under the Credit Agreement (as modified hereby) and the other Loan Credit Documents, in each case after giving effect to this Second Amendment; and (iii) each Guarantor agrees that nothing in the Credit Agreement, this Second Amendment or any other Credit Document shall be deemed to require the consent of such Guarantor to any future amendment to the Credit Agreement.

Appears in 1 contract

Samples: Credit and Guaranty Agreement (Cryolife Inc)

Reaffirmation. By executing signing this Agreement, each Loan Party and delivering each Pledgor hereby confirms that this Agreement shall not effect a counterpart hereofnovation of any of the obligations of the Loan Parties under the Existing Credit Agreement, which obligations continue in full force and effect as set forth in the Second Amended Credit Agreement, and each Loan Party and each Pledgor acknowledges and confirms that (a) the obligations of the Loan Parties under the Existing Credit Agreement as modified or supplemented hereby (including with respect to the Revolving Loans contemplated by this Agreement) and the other Loan Documents (i) each Borrower hereby agrees that all Loans incurred by are entitled to the Borrowers (includingbenefits of the guarantees, without limitation, pledge of and/or grant of the 2013 New First-Lien Term Loans incurred by security interests set forth or created in the US Borrower, the 2013 Converted Existing First-Lien Term Loans Collateral Documents and the 2013 Converted Extended First-Lien Term Loans incurred pursuant to the 2013 Term other Loan Conversion) and all Revolving Credit Exposure (includingDocuments, without limitation, Revolving Credit Exposure incurred pursuant to the 2013 Extended Revolving Credit Commitments) shall be guaranteed pursuant to the First-Lien Guarantee and Collateral Agreement (as amended hereby) in accordance with the terms and provisions thereof and shall be secured pursuant to the First-Lien Security Documents (as amended hereby) in accordance with the terms and provisions thereof and (ii) each Borrower constitute “Obligations” and each “Secured Obligations” or other similar term for purposes of the Second Amended Credit Agreement, the Collateral Documents and all other Loan Party hereby Documents, (Aiii) agrees that, notwithstanding the effectiveness of this Second Amendment, after giving effect to this Second Amendmentthe terms hereof, the First-Lien Security Collateral Documents and the other Loan Documents are, and shall continue to be be, in full force and effect and are hereby ratified and confirmed in all respects and (Bb) affirms each Revolving Credit Lender shall be a “Secured Party” and confirms all of its obligations and liabilities under the Credit Agreement and each other Loan Document a “Lender” (including the 2013 New First-Lien Term Loans, the 2013 Converted Existing First-Lien Term Loans, the 2013 Converted Extended First-Lien Term Loans and the Revolving Credit Exposure related to the 2013 Extended Revolving Credit Commitments), in each case after giving effect to this Second Amendment, including its guarantee without limitation for purposes of the Obligations and definition of “Required Lenders” contained in Section 1.01 of the pledge Second Amended Credit Agreement) for all purposes of and/or grant of a security interest in its assets as Collateral pursuant to the Security Documents (as amended hereby) to secure such Obligations, all as provided in the Security Documents (as amended hereby), and acknowledges and agrees that such obligations, liabilities, guarantee, pledge and grant continue in full force and effect in respect of, and to secure, such Obligations under the Amended Credit Agreement and the other Loan Documents. Each Loan Party and each Pledgor ratifies and confirms that all Liens granted, conveyed, or assigned to the Administrative Agent by such Person pursuant to any Loan Document to which it is a party remain in each case after giving effect full force and effect, are not released or reduced, and continue to this Second Amendmentsecure full payment and performance of the Obligations as increased hereby.

Appears in 1 contract

Samples: Credit Agreement (Ryman Hospitality Properties, Inc.)

Reaffirmation. By executing Each Loan Party (a) consents to the amendments of the Term Loan Agreement as set forth herein; (b) acknowledges, ratifies and delivering reaffirms its obligations and other Indebtedness owing to the Secured Parties under any Loan Document to which it is a counterpart hereofparty, including the Guaranty of the Term Loans (iincluding the Early Delayed Draw Term Loan) by each Borrower hereby Guarantor; (c) agrees that all Loans incurred by each of the Borrowers (including, without limitation, provisions of the 2013 New First-Lien Term Loans incurred by the US Borrower, the 2013 Converted Existing First-Lien Term Loans and the 2013 Converted Extended First-Lien Term Loans incurred pursuant Loan Documents to the 2013 Term Loan Conversion) and all Revolving Credit Exposure (including, without limitation, Revolving Credit Exposure incurred pursuant to the 2013 Extended Revolving Credit Commitments) shall be guaranteed pursuant to the First-Lien Guarantee and Collateral Agreement which it is a party (as amended hereby) in accordance with by this Amendment), and each right and remedy of the terms and provisions thereof Secured Parties thereunder, is and shall be secured pursuant to the First-Lien Security Documents (as amended hereby) in accordance with the terms and provisions thereof and (ii) each Borrower and each other Loan Party hereby (A) agrees that, notwithstanding the effectiveness of this Second Amendment, after giving effect to this Second Amendment, the First-Lien Security Documents continue to be remain in full force and effect effect; and (Bd) affirms reaffirms, acknowledges, agrees and confirms that it has granted to the Agent a validly created, enforceable and, to the extent required by the Loan Documents, perfected security interest in the Collateral in which it has an interest in order to secure all of its obligations present and liabilities under future Indebtedness evidenced by the Credit Agreement and each other Loan Document (including the 2013 New First-Lien Term Loans, the 2013 Converted Existing First-Lien Term Loans, the 2013 Converted Extended First-Lien Term Loans and the Revolving Credit Exposure related Documents to the 2013 Extended Revolving Credit Commitments), in each case after giving effect to this Second Amendment, including its guarantee of the Obligations and the pledge of and/or grant of which it is a security interest in its assets as Collateral pursuant to the Security Documents (as amended hereby) to secure such Obligations, all as provided in the Security Documents (as amended hereby)party, and acknowledges and agrees that such obligationssecurity interest, liabilitiesand all Collateral heretofore pledged as security for the Obligations and for such Indebtedness, guarantee, pledge continue to be and grant continue remain in full force and effect on and after the date hereof. Without limiting the generality of the foregoing, each of the undersigned hereby ratifies and reaffirms each and every provision set forth in respect of, and to secure, such Obligations under the Credit Amended Term Loan Agreement and the other Loan Documents to which it is a party effective as of the date hereof. Subject to the terms of the Amended Term Loan Agreement and other Loan Documents, all Indebtedness of any of the undersigned that is evidenced by any of the Loan Documents are unconditionally owing by such Person to the Secured Parties, without offset, defense, withholding, counterclaim or deduction of any kind, nature or description whatsoever, except to the extent provided to the contrary in each case after giving effect to this Second Amendmentthe Loan Documents.

Appears in 1 contract

Samples: Term Loan Agreement (Sorrento Therapeutics, Inc.)

Reaffirmation. By executing Except as specifically amended pursuant to the terms hereof or to the extent amended and delivering a counterpart hereofrestated on the Effective Date, each Loan Party hereby acknowledges and agrees that: (i) each Borrower hereby agrees that all Loans incurred by the Borrowers (including, without limitation, the 2013 New First-Lien Term Loans incurred by the US Borrower, the 2013 Converted Existing First-Lien Term Loans and the 2013 Converted Extended First-Lien Term Loans incurred pursuant to the 2013 Term Loan Conversion) Credit Agreement and all Revolving Credit Exposure other Loan Documents (includingand all covenants, without limitationterms, Revolving Credit Exposure incurred pursuant to the 2013 Extended Revolving Credit Commitmentsconditions and agreements therein) shall be guaranteed pursuant to the First-Lien Guarantee and Collateral Agreement (as amended hereby) in accordance with the terms and provisions thereof and shall be secured pursuant to the First-Lien Security Documents (as amended hereby) in accordance with the terms and provisions thereof and (ii) each Borrower and each other Loan Party hereby (A) agrees that, notwithstanding the effectiveness of this Second Amendment, after giving effect to this Second Amendment, the First-Lien Security Documents continue to be remain in full force and effect effect, and are hereby ratified and confirmed in all respects by such Loan Party; (Bii) affirms and confirms all of its obligations and liabilities under this Amendment shall not in any way release or impair the rights, duties, Obligations, Liens or security interests created pursuant to the Credit Agreement and each the other Loan Document (including Documents or affect the 2013 New First-Lien Term Loans, the 2013 Converted Existing First-Lien Term Loans, the 2013 Converted Extended First-Lien Term Loans and the Revolving Credit Exposure related to the 2013 Extended Revolving Credit Commitments)relative priorities thereof, in each case after giving effect to this Second Amendment, including its guarantee of the Obligations and the pledge of and/or grant of a security interest in its assets as Collateral pursuant to the Security Documents (as amended hereby) to secure such Obligations, all as provided extent in the Security Documents (as amended hereby), and acknowledges and agrees that such obligations, liabilities, guarantee, pledge and grant continue in full force and effect in respect ofthereunder as of the Effective Date, and to secureall of such rights, duties, Obligations and Liens are, ratified and affirmed by such Loan Party; (iii) this Amendment shall not constitute a substitution or novation of such Loan Party’s Obligations or any of the other rights, duties and obligations of the parties under the Credit Agreement and the other Loan Documents; and (iv) except as expressly set forth herein, the execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of Agent or any Lender under the Credit Agreement or the other Loan Documents, nor constitute a waiver of any covenant, agreement or obligation under the Credit Agreement or the other Loan Documents, except to the extent that any such covenant, agreement or obligation is modified or waived hereby. Each Loan Party further acknowledges that (i) the amendments and the waiver set forth herein are specific as to content and time and do not establish any course of dealing between the parties, (ii) the waiver set forth above is not a continuing waiver with respect to any other required payments or compliance with any other terms and conditions of the Loan Documents, and (iii) the modifications set forth herein do not prejudice any right or remedy which Agent and Lenders may now have or may have in each case after giving effect the future under or in connection with any Loan Document. and. Agent and Lenders expressly reserves the right to this Second Amendmentexercise any of its rights pursuant to the Loan Documents with respect to any Event of Default except for the Event of Default waived hereby.

Appears in 1 contract

Samples: Credit and Guaranty Agreement (FiscalNote Holdings, Inc.)

Reaffirmation. By executing and delivering a counterpart hereof, (i) each Borrower Credit Party hereby agrees that that, as of the Sixth Amendment Effective Date and after giving effect to this Sixth Amendment, all Loans incurred by Obligations of the Borrowers (including, without limitation, the 2013 New First-Lien Term Loans incurred by the US Borrower, the 2013 Converted Existing First-Lien Term Loans and the 2013 Converted Extended First-Lien Term Loans incurred pursuant to the 2013 Term Loan Conversion) and all Revolving Credit Exposure (including, without limitation, Revolving Credit Exposure incurred pursuant to the 2013 Extended Revolving Credit Commitments) Borrower shall be guaranteed pursuant to the First-Lien Guarantee and Collateral Agreement (as amended hereby) in accordance with the terms and provisions thereof and shall be secured pursuant to the First-Lien Security Documents (as amended hereby) in accordance with the terms and provisions thereof and thereof; (ii) each Borrower and each other Loan Credit Party hereby (A) agrees that, notwithstanding the effectiveness of this Second Sixth Amendment, as of the Sixth Amendment Effective Date and after giving effect to this Second Sixth Amendment, the First-Lien Security Documents continue to be in full force and effect and effect, (B) agrees as of the Sixth Amendment Effective Date that all of the Liens and security interests created and arising under each Security Document remain in full force and effect on a continuous basis, and the perfected status and priority of each such Lien and security interest continues in full force and effect on a continuous basis, unimpaired, uninterrupted and undischarged, as collateral security for its Obligations under the Credit Documents (as modified hereby) to which it is a party, in each case, to the extent provided in, and subject to the limitations and qualifications set forth in, such Credit Documents (as amended by this Sixth Amendment) and (C) as of the Sixth Amendment Effective Date affirms and confirms all of its obligations and liabilities under the Credit Agreement (as modified hereby) and each other Loan Credit Document (including the 2013 New First-Lien Term Loans, the 2013 Converted Existing First-Lien Term Loans, the 2013 Converted Extended First-Lien Term Loans and the Revolving Credit Exposure related to the 2013 Extended Revolving Credit Commitmentsthis Sixth Amendment), in each case after giving effect to this Second Sixth Amendment, including its guarantee of the Obligations and the pledge of and/or grant of a security interest in its assets as Collateral pursuant to the Security Documents (as amended hereby) to secure such Obligations, all as provided in the Security Documents (as amended hereby)Documents, and acknowledges and agrees that as of the Sixth Amendment Effective Date such obligations, liabilities, guarantee, pledge and grant continue in full force and effect in respect of, and to secure, such Obligations under the Credit Agreement (as modified hereby) and the other Loan Credit Documents, in each case after giving effect to this Second Sixth Amendment; and (iii) each Guarantor agrees that nothing in the Credit Agreement, this Sixth Amendment or any other Credit Document shall be deemed to require the consent of such Guarantor to any future amendment to the Credit Agreement.

Appears in 1 contract

Samples: Credit Agreement (Vistra Energy Corp.)

Reaffirmation. By executing and delivering a counterpart hereof, (i) As of each Borrower hereby agrees that all Loans incurred by of the Borrowers (including, without limitation, the 2013 New First-Lien Term Loans incurred by the US Borrower, the 2013 Converted Existing First-Lien Term Loans Amendment No. 1 Consent Effective Date and the 2013 Converted Extended First-Lien Term Loans incurred pursuant to the 2013 Term Loan Conversion) and all Revolving Amendment No. 1 Incremental Effective Date, each Credit Exposure (including, without limitation, Revolving Credit Exposure incurred pursuant to the 2013 Extended Revolving Credit Commitments) shall be guaranteed pursuant to the First-Lien Guarantee and Collateral Agreement (as amended hereby) in accordance with the terms and provisions thereof and shall be secured pursuant to the First-Lien Security Documents (as amended hereby) in accordance with the terms and provisions thereof and (ii) each Borrower and each other Loan Party hereby confirms that (Aa) agrees that, notwithstanding the effectiveness of this Second AmendmentAmendment and the transactions contemplated hereby, (i) the obligations of such Credit Parties under the Amended Credit Agreement (including, from and after giving effect the Amendment No. 1 Incremental Effective Date, with respect to the 2018 Additional Term Loans contemplated by this Second AmendmentAgreement) and the other Credit Documents are entitled to the benefits of the guarantees and the security interests set forth or created in the Amended Credit Agreement, the First-Lien Security Agreement, the other Security Documents and the other Credit Documents and constitute “Guaranteed Obligations” and “Obligations” for purposes of the Amended Credit Agreement, the Security Agreement, the other Security Documents and all other Credit Documents, (ii) each Guarantor hereby confirms and ratifies its continuing unconditional obligations as Guarantor under the Credit Agreement as amended hereby with respect to all of the Guaranteed Obligations and (iii) each Credit Document to which such Credit Party is a party is, and shall continue to be be, in full force and effect and (B) affirms is hereby ratified and confirms confirmed in all of its obligations respects and liabilities under the Credit Agreement and each other Loan Document (including the 2013 New First-Lien Term Loans, the 2013 Converted Existing First-Lien Term Loans, the 2013 Converted Extended First-Lien Term Loans and the Revolving Credit Exposure related to the 2013 Extended Revolving Credit Commitments), in each case after giving effect to this Second Amendment, including its guarantee of the Obligations and the pledge of and/or grant of a security interest in its assets as Collateral pursuant to the Security Documents (as amended hereby) to secure such Obligations, all as provided in the Security Documents (as amended hereby), and acknowledges and agrees that such obligations, liabilities, guarantee, pledge and grant continue shall remain in full force and effect according to its terms (in respect ofthe case of the Credit Agreement, as amended hereby) and to secure, such Obligations under (b) each 2018 Additional Term Loan Lender shall be a “Secured Creditor” and a “Lender” (including without limitation for purposes of the definition of “Required Lenders” contained in Section 1.01 of the Amended Credit Agreement) for all purposes of the Amended Credit Agreement and the other Loan Credit Documents. Each Credit Party ratifies and confirms its prior grant and the validity of all Liens granted pursuant to the Credit Documents and that all Liens granted, conveyed, or assigned to any Agent by such Person pursuant to any Credit Document to which it is a party remain in each case after giving effect full force and effect, are not released or reduced, and continue to this Second Amendmentsecure full payment and performance of the Obligations as increased hereby.

Appears in 1 contract

Samples: First Lien Term Loan Credit Agreement (VERRA MOBILITY Corp)

Reaffirmation. By executing and delivering a counterpart hereof(a) After giving effect to the Second Amendment, (i) the Borrower reaffirms the covenants, pledges, grants of Liens and agreements or other commitments contained in each Borrower hereby agrees that all Loans incurred by the Borrowers (Loan Document to which it is a party, including, without limitationin each case, the 2013 New First-Lien Term Loans incurred by the US Borrowersuch covenants, the 2013 Converted Existing First-Lien Term Loans pledges, grants of Liens and the 2013 Converted Extended First-Lien Term Loans incurred pursuant to the 2013 Term Loan Conversion) and all Revolving Credit Exposure (including, without limitation, Revolving Credit Exposure incurred pursuant to the 2013 Extended Revolving Credit Commitments) shall be guaranteed pursuant to the First-Lien Guarantee and Collateral Agreement (agreements or other commitments as amended hereby) in accordance with the terms and provisions thereof and shall be secured pursuant to the First-Lien Security Documents (as amended hereby) in accordance with the terms and provisions thereof and (ii) each Borrower and each other Loan Party hereby (A) agrees that, notwithstanding the effectiveness of this Second Amendment, effect immediately after giving effect to this Second Amendment and the transactions contemplated hereby, (ii) each Loan Guarantor reaffirms its guarantee of the Secured Obligations (including the Secured Obligations arising out of the incurrence of the 2019 Incremental Revolving Loans) and (iii) each of the Borrower and each Loan Guarantor reaffirms each Lien granted by it to the Administrative Agent for the benefit of the Secured Parties under each of the Loan Documents to which it is a party, which Liens shall continue in full force and effect during the term of the Credit Agreement as amended by the Second Amendment, and shall continue to secure the First-Lien Security Documents Secured Obligations (including the Secured Obligations arising out of the incurrence of the 2019 Incremental Revolving Loans), in each case, on and subject to the terms and conditions set forth in the Credit Agreement, as amended by the Second Amendment, and the other Loan Documents. (b) Each of the Borrower and each Loan Guarantor hereby acknowledges and agrees that neither the modification of the Credit Agreement effected pursuant to this Second Amendment nor the execution, delivery, performance or effectiveness of this Second Amendment impairs the validity, effectiveness or priority of the Liens granted pursuant to any Loan Document and such Liens continue unimpaired with the same priority to secure repayment of all Secured Obligations, whether heretofore or hereafter incurred. (c) Each of the Borrower and each Loan Guarantor hereby acknowledges and agrees that (A) each Loan Document to which it is a party shall continue to be in full force and effect and (B) affirms all guarantees, pledges, grants of Liens, covenants, agreements and confirms all of its obligations and liabilities other commitments by such Loan Party under the Credit Agreement and each other Loan Document (including the 2013 New First-Lien Term Loans, the 2013 Converted Existing First-Lien Term Loans, the 2013 Converted Extended First-Lien Term Loans and the Revolving Credit Exposure related Documents shall continue to the 2013 Extended Revolving Credit Commitments), in each case after giving effect to this Second Amendment, including its guarantee of the Obligations and the pledge of and/or grant of a security interest in its assets as Collateral pursuant to the Security Documents (as amended hereby) to secure such Obligations, all as provided in the Security Documents (as amended hereby), and acknowledges and agrees that such obligations, liabilities, guarantee, pledge and grant continue be in full force and effect and shall accrue to the benefit of the Secured Parties and shall not be affected, impaired or discharged hereby or by the transactions contemplated in respect of, and to secure, such Obligations under the Credit Agreement and the other Loan Documents, in each case after giving effect to this Second Amendment.

Appears in 1 contract

Samples: First Lien Credit Agreement (Shift4 Payments, Inc.)

Reaffirmation. By executing Each Credit Party hereby expressly acknowledges the terms of this Joinder and delivering a counterpart Amendment Agreement and reaffirms, as of the date hereof, (i) the covenants, guarantees, pledges, grants of Liens and agreements or other commitments contained in each Borrower hereby agrees that all Loans incurred by Credit Document to which it is a party, including, in each case, such covenants, guarantees, pledges, grants of Liens and agreements or other commitments as in effect immediately after giving effect to this Joinder and Amendment Agreement and the Borrowers transactions contemplated hereby, (ii) its guarantee of the Obligations (including, without limitation, the 2013 New First-Lien Term Loans incurred by A Loans) under each Guarantee, as applicable, (iii) its grant of Liens on the US Borrower, Collateral to secure the 2013 Converted Existing First-Lien Term Loans and the 2013 Converted Extended First-Lien Term Loans incurred pursuant to the 2013 Term Loan Conversion) and all Revolving Credit Exposure Obligations (including, without limitation, Revolving Credit Exposure incurred the Obligations with respect to the New Term A Loans) pursuant to the 2013 Extended Revolving Credit Commitments) shall be guaranteed pursuant to the First-Lien Guarantee and Collateral Agreement (as amended hereby) in accordance with the terms and provisions thereof and shall be secured pursuant to the First-Lien Security Documents (as amended hereby) in accordance with the terms and provisions thereof and (ii) each Borrower and each other Loan Party hereby (Aiv) agrees that, notwithstanding the effectiveness of this Second Amendment, that after giving effect to this Second AmendmentAgreement and the transactions contemplated hereby (A) each Credit Document to which it is a party shall continue to be in full force and effect, (B) all guarantees, pledges, grants of Liens, covenants, agreements and other commitments by such Credit Party under the First-Lien Security Credit Documents shall continue to be in full force and effect and (B) affirms shall accrue to the benefit of the Secured Parties and confirms all of its obligations shall not be affected, impaired or discharged hereby or by the transactions contemplated in this Joinder and liabilities under the Credit Amendment Agreement and each (C) it will prepay (or cause the prepayment of) a portion of the Initial Term Loans as contemplated by the transactions hereby and accrued and unpaid interest and other Loan Document amounts (including fees) thereon with the 2013 proceeds of the New First-Lien Term Loans, the 2013 Converted Existing First-Lien Term Loans, the 2013 Converted Extended First-Lien Term A Loans and the Revolving Credit Exposure related to the 2013 Extended Revolving Credit Commitments), in each case after giving effect to this Second Amendment, including its guarantee of the Obligations and the pledge of and/or grant of a security interest in its assets as Collateral pursuant to the Security Documents (as amended hereby) to secure such Obligations, all as provided in the Security Documents (as amended hereby), and acknowledges and agrees that such obligations, liabilities, guarantee, pledge and grant continue in full force and effect in respect of, and to secure, such Obligations under the Credit Agreement and the other Loan Documents, in each case after giving effect to this Second Amendmentcash-on-hand.

Appears in 1 contract

Samples: Joinder and Amendment Agreement (National Vision Holdings, Inc.)

Reaffirmation. By executing and delivering a counterpart hereof, (i) each Borrower Credit Party hereby agrees that all Loans incurred by that, as of the Borrowers (including, without limitation, the 2013 New First-Lien Term Loans incurred by the US Borrower, the 2013 Converted Existing First-Lien Term Loans Fourteenth Amendment Effective Date and after giving effect to this Fourteenth Amendment and the 2013 Converted Extended First-Lien Term Loans incurred pursuant to transactions contemplated hereby, all Obligations of the 2013 Term Loan Conversion) and all Revolving Credit Exposure (including, without limitation, Revolving Credit Exposure incurred pursuant to the 2013 Extended Revolving Credit Commitments) Borrower shall be guaranteed pursuant to the First-Lien Guarantee and Collateral Agreement (as amended hereby) in accordance with the terms and provisions thereof and shall be secured pursuant to the First-Lien Security Documents (as amended hereby) in accordance with the terms and provisions thereof and thereof; (ii) each Borrower and each other Loan Credit Party hereby (A) agrees that, notwithstanding the effectiveness of this Second Fourteenth Amendment, as of the Fourteenth Amendment Effective Date and after giving effect to this Second Amendmentthereto, the First-Lien Security Documents continue to be in full force and effect, (B) agrees that, as of the Fourteenth Amendment Effective Date and after giving effect to this Fourteenth Amendment and the transactions contemplated hereby (for the avoidance of doubt, prior to giving effect to the Fourteenth Amendment Release), all of the Liens and security interests created and arising under each Security Document to which it is a party remain in full force and effect on a continuous basis, and the perfected status and priority of each such Lien and security interest continues in full force and effect on a continuous basis, unimpaired, uninterrupted and undischarged, as collateral security for its Obligations under the Credit Documents (as modified hereby) to which it is a party, in each case, to the extent provided in, and subject to the limitations and qualifications set forth in, such Credit Documents (as modified hereby) and (BC) affirms and confirms all of its obligations and liabilities under the Credit Agreement and each other Loan Credit Document (including the 2013 New First-Lien Term Loans, the 2013 Converted Existing First-Lien Term Loans, the 2013 Converted Extended First-Lien Term Loans and the Revolving Credit Exposure related as modified hereby) to the 2013 Extended Revolving Credit Commitments)which it is a party, in each case after giving effect to this Second AmendmentFourteenth Amendment and the transactions contemplated hereby (for the avoidance of doubt, prior to giving effect to the Fourteenth Amendment Release), including its guarantee of the Obligations and the pledge of and/or grant of a security interest in its assets as Collateral pursuant to the Security Documents (as amended modified hereby) to which it is a party to secure such Obligations, all as provided in the Security Documents (as amended modified hereby), and acknowledges and agrees that that, as of the Fourteenth Amendment Effective Date, such obligations, liabilities, guarantee, pledge and grant continue in full force and effect in respect of, and to secure, such Obligations under the Credit Agreement and the other Loan Credit Documents, in each case after giving effect to this Second AmendmentFourteenth Amendment and the transactions contemplated hereby (for the avoidance of doubt, prior to giving effect to the Fourteenth Amendment Release); and (iii) each Guarantor agrees that nothing in the Credit Agreement, this Fourteenth Amendment or any other Credit Document shall be deemed to require the consent of such Guarantor to any future amendment to the Credit Agreement (as modified hereby). This Fourteenth Amendment shall not extinguish the obligations of the parties outstanding under the Security Documents or discharge, release or otherwise change the priority of any Lien on any Collateral pursuant to any of the Security Documents (other than as contemplated by the Fourteenth Amendment Release upon the consummation of the Clear Sky Acquisition pursuant to the Clear Sky Acquisition Agreement). Nothing herein contained shall be AMERICAS 123907318 construed as a substitution or novation of the obligations, guarantees and liabilities outstanding under the Security Documents, and it is the intent of the parties hereto to confirm that all of the respective obligations of each of the Borrower and each other Credit Party under the Security Documents to which it is a party shall continue in full force and effect.

Appears in 1 contract

Samples: Credit Agreement (Vistra Corp.)

Reaffirmation. By executing (a) To induce the 2017 Incremental Revolving Lenders and delivering the Administrative Agent to enter into this Amendment No. 3, each of the Loan Parties and Gibraltar Holdings hereby acknowledges and reaffirms its obligations under each Loan Document to which it is a counterpart hereofparty, (i) each Borrower hereby agrees that all Loans incurred by the Borrowers (including, without limitation, any grant, pledge or collateral assignment of a lien or security interest, as applicable, contained therein, in each case as amended, restated, amended and restated, supplemented or otherwise modified prior to or as of the 2013 New First-Lien Term Loans incurred by the US Borrower, the 2013 Converted Existing First-Lien Term Loans and the 2013 Converted Extended First-Lien Term Loans incurred date hereof (including as amended pursuant to the 2013 Term Loan Conversion) and all Revolving Credit Exposure (including, without limitation, Revolving Credit Exposure incurred pursuant to the 2013 Extended Revolving Credit Commitments) shall be guaranteed pursuant to the First-Lien Guarantee and Collateral Agreement (as amended hereby) in accordance with the terms and provisions thereof and shall be secured pursuant to the First-Lien Security Documents (as amended hereby) in accordance with the terms and provisions thereof and (ii) each Borrower and each other Loan Party hereby (A) agrees that, notwithstanding the effectiveness of this Second Amendment, after giving effect to this Second First Amendment, the First-Lien Security Second Amendment and this Amendment No. 3 and the incurrence of the 2017 Incremental Revolving Commitments hereunder) (collectively, the “Reaffirmed Documents”). The Borrower acknowledges and agrees that each of the Loan Documents to which it is a party or otherwise bound shall continue to be in full force and effect and (B) affirms and confirms that all of its obligations and liabilities thereunder shall not be impaired or limited by the execution or effectiveness of this Amendment No. 3. (b) In furtherance of the foregoing Section 7(a), each Loan Party, in its capacity as a Guarantor under the Credit Agreement Guaranty to which it is a party (in such capacity, each a “Reaffirming Loan Guarantor”), reaffirms its guarantee of the Secured Obligations under the terms and each other Loan Document (including the 2013 New First-Lien Term Loans, the 2013 Converted Existing First-Lien Term Loans, the 2013 Converted Extended First-Lien Term Loans conditions of such Guaranty and the Revolving Credit Exposure related agrees that such Guaranty remains in full force and effect to the 2013 Extended Revolving Credit Commitments), extent set forth in each case such Guaranty and after giving effect to this Second Amendment, including its guarantee Amendment No. 3 and the incurrence of the Obligations 2017 Incremental Revolving Commitments hereunder, and is hereby ratified, reaffirmed and confirmed. Each Reaffirming Loan Guarantor hereby confirms that it consents to the terms of this Amendment No. 3 and the pledge of and/or grant of a security Amended Credit Agreement and that the principal of, the interest in its assets as Collateral pursuant to the Security Documents and premium (as amended herebyif any) to secure such Obligations, all as provided in the Security Documents (as amended hereby)on, and fees related to, the 2017 Incremental Revolving Commitments constitute “Secured Obligations” under the Loan Documents. Each Reaffirming Loan Guarantor hereby (i) acknowledges and agrees that such obligations, liabilities, guarantee, pledge the Guaranty and grant each of the Loan Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall not be impaired or limited by the execution or effectiveness of this Amendment No. 3, (ii) acknowledges and agrees that it will continue to guarantee to the fullest extent possible in respect ofaccordance with the Loan Documents the payment and performance of all Secured Obligations under each of the Loan Documents to which it is a party (including all such Secured Obligations as amended, reaffirmed and/or increased pursuant to this Amendment No. 3 and the incurrence of the 2017 Incremental Revolving Commitments hereunder) and (iii) acknowledges, agrees and warrants for the benefit of the Administrative Agent, the Collateral Trustee and each other Secured Party that there are no rights of set-off or counterclaim, nor any defenses of any kind, whether legal, equitable or otherwise, that would enable such Reaffirming Loan Guarantor to avoid or delay timely performance of its obligations under the Loan Documents. (c) In furtherance of the foregoing Section 7(a), Gibraltar Holdings and each of the Loan Parties that is party to any Security Document, in its capacity as a “grantor”, “pledgor” or other similar capacity under such Security Document (in such capacity, each a “Reaffirming Grantor”), hereby acknowledges that it has reviewed and consents to the terms and conditions of this Amendment No. 3 and the transactions contemplated hereby, including the extension of credit in the form of the 2017 Incremental Revolving Commitments hereunder. In addition, each Reaffirming Grantor reaffirms the security interests granted by such Reaffirming Grantor under the terms and conditions of the Security Documents (in each case, to the extent a party thereto) to secure the Secured Obligations (including all such Secured Obligations as amended, reaffirmed and/or increased pursuant to this Amendment No. 3 and the incurrence of the 2017 Incremental Revolving Commitments hereunder) and agrees that such security interests remain in full force and effect and are hereby ratified, reaffirmed and confirmed. Each Reaffirming Grantor hereby (i) confirms that each Security Document to which it is a party or is otherwise bound and all Collateral encumbered thereby will continue to secure, to the fullest extent possible in accordance with the Security Documents, the payment and performance of the Secured Obligations (including all such Secured Obligations under the Credit Agreement as amended, reaffirmed and/or increased pursuant to this Amendment No. 3 and the other Loan Documentsincurrence of the 2017 Incremental Revolving Commitments hereunder), including without limitation the payment and performance of all such applicable Secured Obligations that are joint and several obligations of each Guarantor and each Reaffirming Grantor now or hereafter existing, in each case after giving effect pursuant to the terms of the Security Documents such Reaffirming Grantor is a party to, (ii) confirms its respective grant to the Collateral Trustee for the benefit of the Secured Parties of the security interest in and continuing Lien on all of such Reaffirming Grantor’s right, title and interest in, to and under all Collateral to which such Reaffirming Grantor granted a security interest in and a continuing Lien on pursuant to the terms of the Security Documents to which such Reaffirming Grantor is party to, in each case whether now owned or existing or hereafter acquired or arising and wherever located, as collateral security for the prompt and complete payment and performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise, of all applicable Secured Obligations (including all such Secured Obligations as amended, reaffirmed and/or increased pursuant to this Second AmendmentAmendment No. 3 and the incurrence of the 2017 Incremental Revolving Commitments hereunder), subject to the terms contained in the applicable Loan Documents and (iii) confirms its respective pledges, grants of security interests and other obligations, as applicable, under and subject to the terms of each of the Security Documents to which it is a party. (d) Gibraltar Holdings and each Guarantor (other than the Borrower) acknowledges and agrees that (i) it is not required by the terms of the Credit Agreement or any other Loan Document to consent to this Amendment No. 3 and (ii) nothing in the Credit Agreement, this Amendment No. 3 or any other Loan Document shall be deemed to require the consent of Gibraltar Holdings or such Guarantor to any future amendment, consent or waiver of the terms of the Credit Agreement. (e) As promptly as practical but in no event later than January 15, 2018, subject to extension by the Administrative Agent in its sole discretion, the Borrower and applicable Guarantors shall take the actions specified in Sections 3.8(d)(1)-(3) of the Collateral Trust Agreement. (f) As promptly as practical but in no event later than December 18, 2017, subject to extension by the Administrative Agent in its sole discretion, Gibraltar Holdings shall execute and deliver a deed of confirmation, in form and substance reasonably satisfactory to the Administrative Agent.

Appears in 1 contract

Samples: Credit Agreement (Peabody Energy Corp)

Reaffirmation. By executing (A) Each of Holdings, the Borrower and delivering the Subsidiary Guarantors (each, a counterpart hereof“Reaffirming Party”) hereby (a) affirms and confirms its guarantees, pledges, grants of Liens, covenants, agreements and other commitments under the Loan Documents to which it is a party and (b) agrees that (i) each Borrower hereby agrees that all Loans incurred by the Borrowers (including, without limitation, the 2013 New First-Lien Term Loans incurred by the US Borrower, the 2013 Converted Existing First-Lien Term Loans and the 2013 Converted Extended First-Lien Term Loans incurred pursuant Loan Document to the 2013 Term Loan Conversion) and all Revolving Credit Exposure (including, without limitation, Revolving Credit Exposure incurred pursuant to the 2013 Extended Revolving Credit Commitments) which it is a party shall be guaranteed pursuant to the First-Lien Guarantee and Collateral Agreement (as amended hereby) in accordance with the terms and provisions thereof and shall be secured pursuant to the First-Lien Security Documents (as amended hereby) in accordance with the terms and provisions thereof and (ii) each Borrower and each other Loan Party hereby (A) agrees that, notwithstanding the effectiveness of this Second Amendment, after giving effect to this Second Amendment, the First-Lien Security Documents continue to be in full force and effect and (Bii) affirms all guarantees, pledges, grants of Liens, covenants, agreements and confirms all of its obligations and liabilities other commitments under the Credit Agreement and each other Loan Document (including the 2013 New First-Lien Term Loans, the 2013 Converted Existing First-Lien Term Loans, the 2013 Converted Extended First-Lien Term Loans and the Revolving Credit Exposure related Documents shall continue to the 2013 Extended Revolving Credit Commitments), in each case after giving effect to this Second Amendment, including its guarantee of the Obligations and the pledge of and/or grant of a security interest in its assets as Collateral pursuant to the Security Documents (as amended hereby) to secure such Obligations, all as provided in the Security Documents (as amended hereby), and acknowledges and agrees that such obligations, liabilities, guarantee, pledge and grant continue be in full force and effect and shall accrue to the benefit of the Secured Parties and shall not be affected, impaired or discharged hereby or by the transactions contemplated hereby. (B) The representations and warranties of each Reaffirming Party set forth in respect ofthe Loan Documents to which it is a party are, and to secure, such Obligations under the Credit Agreement and the other Loan Documents, in each case after giving effect to hereto, true and correct in all material respects on and as of the New Restatement Effective Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date in which case they shall be true and correct in all material respects as of such earlier date. (C) After giving effect hereto, neither the restatement of the Existing Credit Agreement effected pursuant hereto nor the execution, delivery, performance or effectiveness of this Second AmendmentRestatement Agreement (i) impairs the validity, effectiveness or priority of the Liens granted pursuant to any Loan Document, and such Liens continue unimpaired with the same priority to secure repayment of all Obligations, whether heretofore or hereafter incurred; or (ii) requires that any new filings be made or other action taken to perfect or to maintain the perfection of such Liens.

Appears in 1 contract

Samples: Credit Agreement (Charter Communications, Inc. /Mo/)

Reaffirmation. By executing and delivering a counterpart hereof, (a) Each of the Reaffirming Parties (i) each Borrower hereby agrees that all Loans incurred by consents to the Borrowers (including, without limitation, the 2013 New First-Lien Term Loans incurred by the US Borrower, the 2013 Converted Existing First-Lien Term Loans Amendment and the 2013 Converted Extended First-Lien Term Loans incurred pursuant to the 2013 Term Loan Conversion) and all Revolving Credit Exposure (includingtransactions contemplated thereby, without limitation, Revolving Credit Exposure incurred pursuant to the 2013 Extended Revolving Credit Commitments) shall be guaranteed pursuant to the First-Lien Guarantee and Collateral Agreement (as amended hereby) in accordance with the terms and provisions thereof and shall be secured pursuant to the First-Lien Security Documents (as amended hereby) in accordance with the terms and provisions thereof and (ii) each Borrower hereby confirms its guarantees, pledges, grants of security interests and other agreements, as applicable, under the Loan Guaranty and each other Loan Party hereby of the Collateral Documents to which it is a party and (Aiii) agrees that, notwithstanding the effectiveness of this Second Amendmentthe Amendment and the consummation of the transactions contemplated thereby, after giving effect to this Second Amendmentsuch guarantees, the First-Lien Security Documents pledges, grants of security interests and other agreements shall continue to be in full force and effect and (B) affirms and confirms all shall accrue to the benefit of its obligations and liabilities the Lenders under the Amended Credit Agreement. Each of the Reaffirming Parties further agrees to take any action that may be required or that is reasonably requested by the Administrative Agent to ensure compliance by the Loan Parties with Section 5.11 of the Amended Credit Agreement and hereby reaffirms its obligations under each other Loan similar provision of each Collateral Document to which it is a party. (including b) Each of the 2013 New First-Lien Term Loans, the 2013 Converted Existing First-Lien Term Loans, the 2013 Converted Extended First-Lien Term Loans and the Revolving Credit Exposure related Reaffirming Parties party to the 2013 Extended Revolving Credit Commitments), in each case after giving effect to this Second Amendment, including its guarantee the Loan Guaranty and any of the Collateral Documents securing the Obligations and of the pledge of and/or grant of a security interest in its assets as Collateral pursuant to the Security Documents (as amended hereby) to secure such Obligations, all as provided in the Security Documents (as amended hereby), and acknowledges Borrowers hereby confirms and agrees that such obligations, liabilities, guarantee, pledge and grant continue in full force and effect in respect of, and to secure, such Obligations (i) the Incremental Term Loans constitute “U.S. Obligations” under the Credit Agreement Loan Guaranty and “Obligations” (or any word of like import) under the other Loan DocumentsCollateral Documents and (ii) the U.S. Revolving Loans, in each case after giving effect Canadian Revolving Loans, Letters of Credit, Swingline Loans and Initial Term Loans have constituted and continue to this Second Amendmentconstitute “U.S. Obligations”, “Canadian Obligations” and “Obligations”, as applicable, under such documents.

Appears in 1 contract

Samples: Incremental Facility Amendment (Indalex Holdings Finance Inc)

Reaffirmation. By executing (a) To induce the 2021 Incremental Lender and delivering Administrative Agent to enter into this Fourth Amendment, each of the Loan Parties hereby acknowledges and reaffirms its obligations under each Loan Document to which it is a counterpart hereofparty, including, without limitation, any grant, pledge or collateral assignment of a lien or security interest, as applicable, contained therein, in each case, as amended, restated, supplemented or otherwise modified prior to or as of the date hereof (collectively, the “Reaffirmed Documents”). The Borrower acknowledges and agrees that each of the Loan Documents to which it is a party or otherwise bound shall continue in full force and effect, that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Fourth Amendment. (b) In furtherance of the foregoing Section 7(a), each Loan Party, in its capacity as a Guarantor under any Guaranty to which it is a party (in such capacity, each a “Reaffirming Loan Guarantor”), reaffirms its guarantee of the Guaranteed Obligations under the terms and conditions of such Guaranty and agrees that such Guaranty remains in full force and effect to the extent set forth in such Guaranty and after giving effect to this Fourth Amendment. Each Reaffirming Loan Guarantor hereby confirms that it consents to the terms of this Fourth Amendment and the Term Credit Agreement and that the principal of, the interest and premium (if any) on, and fees related to, the 2021 Incremental Loans constitute “Obligations” under the Loan Documents. Each Reaffirming Loan Guarantor hereby (i) confirms that each Borrower hereby agrees that all Loans incurred by Loan Document to which it is a party or is otherwise bound will continue to guarantee to the Borrowers (fullest extent possible in accordance with the Loan Documents, the payment and performance of the Guaranteed Obligations, including, without limitation, the 2013 New First-Lien Term Loans incurred by the US Borrower, the 2013 Converted Existing First-Lien Term Loans payment and the 2013 Converted Extended First-Lien Term Loans incurred pursuant to the 2013 Term Loan Conversion) performance of all such applicable Guaranteed Obligations that are joint and all Revolving Credit Exposure (including, without limitation, Revolving Credit Exposure incurred pursuant to the 2013 Extended Revolving Credit Commitments) shall be guaranteed pursuant to the First-Lien Guarantee and Collateral Agreement (as amended hereby) in accordance with the terms and provisions thereof and shall be secured pursuant to the First-Lien Security Documents (as amended hereby) in accordance with the terms and provisions thereof and several obligations of each Guarantor now or hereafter existing; (ii) each Borrower acknowledges and agrees that its Guaranty and each other of the Loan Party hereby (A) agrees that, notwithstanding the effectiveness of this Second Amendment, after giving effect Documents to this Second Amendment, the First-Lien Security Documents which it is a party or otherwise bound shall continue to be in full force and effect and (B) affirms and confirms that all of its obligations thereunder shall be valid and liabilities enforceable and shall not be impaired or limited by the execution or effectiveness of this Fourth Amendment; and (iii) acknowledges, agrees and warrants for the benefit of the Administrative Agent, each other Agent and each Secured Party that there are no rights of set-off or counterclaim, nor any defenses of any kind, whether legal, equitable or otherwise, that would enable such Reaffirming Loan Guarantor to avoid or delay timely performance of its obligations under the Credit Loan Documents. (c) In furtherance of the foregoing Section 7(a), each of the Loan Parties that is party to any Collateral Document, in its capacity as a Grantor (as defined in such Collateral Document) under such Collateral Document (in such capacity, each a “Reaffirming Grantor”), hereby acknowledges that it has reviewed and consents to the terms and conditions of this Fourth Amendment and the transactions contemplated hereby, including the extension of credit in the form of the 2021 Incremental Loans. In addition, each Reaffirming Grantor reaffirms the security interests granted by such Reaffirming Grantor under the terms and conditions of the Security Agreement and each other Loan Document (including in each case, to the 2013 New First-Lien Term Loansextent a party thereto) to secure the Obligations and agrees that such security interests remain in full force and effect. Each Loan Party hereby confirms that the security interests granted by such Reaffirming Grantor under the terms and conditions of the Loan Documents secure the 2021 Incremental Loans as part of the Obligations. Each Reaffirming Grantor hereby (i) confirms that each Collateral Document to which it is a party or is otherwise bound and all Collateral encumbered thereby will continue to secure, to the fullest extent possible in accordance with the Collateral Documents, the 2013 Converted Existing First-Lien Term Loanspayment and performance of the Obligations, as the case may be, including, without limitation, the 2013 Converted Extended First-Lien Term Loans payment and the Revolving Credit Exposure related performance of all such applicable Obligations that are joint and several obligations of each Guarantor and Grantor now or hereafter existing, (ii) confirms its respective grant to the 2013 Extended Revolving Credit Commitments)Administrative Agent for the benefit of the Secured Parties of the security interest in and continuing Lien on all of such Grantor’s right, title and interest in, to and under all Collateral, in each case after giving effect case, whether now owned or existing or hereafter acquired or arising and wherever located, as collateral security for the prompt and complete payment and performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise, of all applicable Obligations (including all such Obligations as amended, reaffirmed and/or increased pursuant to this Second Fourth Amendment), including subject to the terms contained in the applicable Loan Documents, and (iii) confirms its guarantee respective pledges, grants of security interests and other obligations, as applicable, under and subject to the terms of each of the Obligations and the pledge of and/or grant of Collateral Documents to which it is a security interest in its assets as Collateral pursuant to the Security Documents party. (as amended herebyd) to secure such Obligations, all as provided in the Security Documents (as amended hereby), and Each Guarantor acknowledges and agrees that such obligations, liabilities, guarantee, pledge and grant continue (i) notwithstanding the conditions to effectiveness set forth in full force and effect in respect of, and to securethis Fourth Amendment, such Obligations under Guarantor is not required by the terms of the Term Credit Agreement and the or any other Loan Documents, in each case after giving effect Document to consent to this Second AmendmentFourth Amendment and (ii) nothing in the Term Credit Agreement, this Fourth Amendment or any other Loan Document shall be deemed to require the consent of such Guarantor to any future amendment, consent or waiver of the terms of the Term Credit Agreement.

Appears in 1 contract

Samples: Term Loan Credit Agreement (BRP Inc.)

Reaffirmation. By executing (a) To induce the Lenders party hereto and delivering Administrative Agent to enter into this First Amendment, each of the Credit Parties hereby acknowledges and reaffirms its obligations under each Credit Document to which it is a counterpart hereofparty, including, without limitation, any grant, pledge or collateral assignment of a lien or security interest, as applicable, contained therein, in each case, as amended, restated, supplemented or otherwise modified prior to or as of the date hereof (collectively, the “Reaffirmed Documents”). Each Borrower acknowledges and agrees that each of the Credit Documents to which it is a party or otherwise bound shall continue in full force and effect, that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this First Amendment. (b) In furtherance of the foregoing Section 6(a), each Credit Party, in its capacity as a Guarantor under any Guaranty to which it is a party (in such capacity, each a “Reaffirming Loan Guarantor”), reaffirms its guarantee of the Guaranteed Obligations under the terms and conditions of such Guaranty and agrees that such Guaranty remains in full force and effect to the extent set forth in such Guaranty and after giving effect to this First Amendment. Each Reaffirming Loan Guarantor hereby confirms that it consents to the terms of this First Amendment and the Credit Agreement. Each Reaffirming Loan Guarantor hereby (i) confirms that each Borrower hereby agrees that all Loans incurred by Credit Document to which it is a party or is otherwise bound will continue to guarantee to the Borrowers (fullest extent possible in accordance with the Credit Documents, the payment and performance of the Guaranteed Obligations, including, without limitation, the 2013 New First-Lien Term Loans incurred by the US Borrower, the 2013 Converted Existing First-Lien Term Loans payment and the 2013 Converted Extended First-Lien Term Loans incurred pursuant to the 2013 Term Loan Conversion) performance of all such applicable Guaranteed Obligations that are joint and all Revolving Credit Exposure (including, without limitation, Revolving Credit Exposure incurred pursuant to the 2013 Extended Revolving Credit Commitments) shall be guaranteed pursuant to the First-Lien Guarantee and Collateral Agreement (as amended hereby) in accordance with the terms and provisions thereof and shall be secured pursuant to the First-Lien Security Documents (as amended hereby) in accordance with the terms and provisions thereof and several obligations of each Guarantor now or hereafter existing; (ii) each Borrower acknowledges and agrees that its Guaranty and each other Loan Party hereby (A) agrees that, notwithstanding of the effectiveness of this Second Amendment, after giving effect Credit Documents to this Second Amendment, the First-Lien Security Documents which it is a party or otherwise bound shall continue to be in full force and effect and (B) affirms and confirms that all of its obligations thereunder shall be valid and liabilities enforceable and shall not be impaired or limited by the execution or effectiveness of this First Amendment; and (iii) acknowledges, agrees and warrants for the benefit of the Administrative Agent, the Collateral Agent and each Secured Party that there are no rights of set-off or counterclaim, nor any defenses of any kind, whether legal, equitable or otherwise, that would enable such Reaffirming Loan Guarantor to avoid or delay timely performance of its obligations under the Credit Documents. (c) In furtherance of the foregoing Section 6(a), each of the Credit Parties that is party to any Collateral Document, in its capacity as a Grantor (as defined in such Collateral Document) under such Collateral Document (in such capacity, each a “Reaffirming Grantor”), hereby acknowledges that it has reviewed and consents to the terms and conditions of this First Amendment and the transactions contemplated hereby. In addition, each Reaffirming Grantor reaffirms the security interests granted by such Reaffirming Grantor under the terms and conditions of the Security Agreement and each other Loan Credit Document (including in each case, to the 2013 New First-Lien Term Loansextent a party thereto) to secure the Obligations and agrees that such security interests remain in full force and effect. Each Reaffirming Grantor hereby (i) confirms that each Collateral Document to which it is a party or is otherwise bound and all Collateral encumbered thereby will continue to secure, to the fullest extent possible in accordance with the Collateral Documents, the 2013 Converted Existing First-Lien Term Loanspayment and performance of the Obligations, as the case may be, including, without limitation, the 2013 Converted Extended First-Lien Term Loans payment and the Revolving Credit Exposure related performance of all such applicable Obligations that are joint and several obligations of each Guarantor and Grantor now or hereafter existing, (ii) confirms its respective grant to the 2013 Extended Revolving Credit Commitments)Collateral Agent for the benefit of the Secured Parties of the security interest in and continuing Lien on all of such Grantor’s right, title and interest in, to and under all Collateral, in each case after giving effect case, whether now owned or existing or hereafter acquired or arising and wherever located, as collateral security for the prompt and complete payment and performance in full when due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise, of all applicable Obligations (including all such Obligations as amended, reaffirmed and/or increased pursuant to this Second First Amendment), including subject to the terms contained in the applicable Credit Documents, and (iii) confirms its guarantee respective pledges, grants of security interests and other obligations, as applicable, under and subject to the terms of each of the Obligations and the pledge of and/or grant of Collateral Documents to which it is a security interest in its assets as Collateral pursuant to the Security Documents party. (as amended herebyd) to secure such Obligations, all as provided in the Security Documents (as amended hereby), and Each Guarantor acknowledges and agrees that such obligations, liabilities, guarantee, pledge and grant continue (i) notwithstanding the conditions to effectiveness set forth in full force and effect in respect of, and to securethis First Amendment, such Obligations under Guarantor is not required by the terms of the Credit Agreement and the or any other Loan Documents, in each case after giving effect Credit Document to consent to this Second AmendmentFirst Amendment and (ii) nothing in the Credit Agreement, this First Amendment or any other Credit Document shall be deemed to require the consent of such Guarantor to any future amendment, consent or waiver of the terms of the Credit Agreement.

Appears in 1 contract

Samples: Credit and Guaranty Agreement (Priority Technology Holdings, Inc.)

Reaffirmation. By executing and delivering a counterpart Subject to Section 12 hereof, : (ia) each Borrower Each Reaffirming Party hereby agrees acknowledges that all Loans incurred by the Borrowers (including, without limitation, the 2013 New First-Lien Term Loans incurred by the US Borrower, the 2013 Converted Existing First-Lien Term Loans and the 2013 Converted Extended First-Lien Term Loans incurred pursuant to the 2013 Term Loan Conversion) and all Revolving Credit Exposure (including, without limitation, Revolving Credit Exposure incurred pursuant to the 2013 Extended Revolving Credit Commitments) shall be guaranteed pursuant to the First-Lien Guarantee and Collateral Agreement (as amended hereby) in accordance with it has reviewed the terms and provisions thereof of the Existing Credit Agreement and shall be secured the Amended Credit Agreement and consents to (i) the amendment and restatement of the Existing Credit Agreement effected pursuant to this Amendment and the First-Lien Security Documents (as amended hereby) in accordance with the terms and provisions thereof Amended Credit Agreement and (ii) each Borrower the transactions contemplated by this Amendment and each other Loan the Amended Credit Agreement. Each Reaffirming Party hereby (Ai) agrees reaffirms its obligations under the Loan Documents to which it is a party and (ii) reaffirms that, notwithstanding the effectiveness of this Second Amendment, after giving effect to this Second AmendmentAmendment and the consummation of the transactions contemplated hereby (including the amendment of the Existing Credit Agreement), the First-Lien Security guarantees, pledges, grants of security interests, Liens and other agreements and obligations of such Reaffirming Party and the terms of each of the Collateral Documents and each other Loan Document to which such Reaffirming Party is a party are not impaired or affected in any manner whatsoever and shall continue to be in full force and effect and (B) affirms and confirms all shall accrue to the benefit of its obligations and liabilities the Secured Parties under the Amended Credit Agreement. (b) Each Reaffirming Party hereby confirms and agrees that (i) the Repriced 2021 Incremental Term Loans shall, upon the funding thereof pursuant to Section 1 hereof, constitute, “Obligations” (or any word of like import) under each of the Amended Credit Agreement and Collateral Documents and each other Loan Document Document, and (including ii) the 2013 New First-Lien Term Loans, Obligations under the 2013 Converted Existing First-Lien Term Loans, Amended Credit Agreement have been and will continue to be guaranteed pursuant to Article IV of the 2013 Converted Extended First-Lien Term Loans Amended Credit Agreement and the Revolving Credit Exposure related secured pursuant to the 2013 Extended Revolving Credit Commitments)Collateral Documents by a legal, in each case after giving effect to this Second Amendmentvalid, including its guarantee of the Obligations binding and the pledge of and/or grant of a enforceable security interest in its assets and a fully perfected continuing Lien on all of such Reaffirming Party’s right, title and interest in, to and under all “Collateral” as Collateral pursuant to the Security Documents (as amended hereby) to secure such Obligations, all as provided defined in the Security Collateral Documents (as amended hereby), and acknowledges and agrees that such obligations, liabilities, guarantee, pledge and grant continue in full force and effect in respect of, and to secure, such Obligations under the Credit Agreement and the other Loan Documents. (c) Each of the Reaffirming Parties hereby confirms that the Agent is authorized to prepare and file all documents, agreements and instruments and take all other actions necessary to satisfy the perfection requirements and to cause the Lien created by each applicable Collateral Document in each case after giving effect respect of the Obligations to this Second Amendmentbe duly perfected to the extent required by such agreement in accordance with all applicable Laws, including the filing of financing statements in such jurisdictions as may be reasonably determined by the Administrative Agent or the Collateral Agent as necessary.

Appears in 1 contract

Samples: Credit Agreement (APi Group Corp)

Reaffirmation. By executing and delivering a counterpart hereof, (i) each the Borrower hereby agrees that all Loans incurred by the Borrowers Borrower (including, without limitation, the 2013 2016 New First-Lien Replacement Term Loans, the 2016 Converted Replacement Term Loans and the 2016 Incremental Term Loans incurred by the US Borrower, the 2013 Converted Existing First-Lien Term Loans and the 2013 Converted Extended First-Lien Term Loans incurred pursuant to the 2013 Term Loan Conversion) and all Revolving Credit Exposure (including, without limitation, Revolving Credit Exposure incurred pursuant to the 2013 Extended Revolving Credit Commitments) shall be guaranteed pursuant to the First-Lien Guarantee and Collateral Agreement (as amended hereby) in accordance with the terms and provisions thereof and shall be secured pursuant to the First-Lien Security Documents (as amended hereby) in accordance with the terms and provisions thereof and (ii) each of the Borrower and each other Loan Party the Subsidiary Guarantors party hereto hereby (A) agrees that, notwithstanding the effectiveness of this Second First Amendment, after giving effect to this Second First Amendment, the First-Lien Security Documents continue to be in full force and effect, (B) agrees that all of the Liens and security interests created and arising under each Security Document remain in full force and effect on a continuous basis, and the perfected status and priority of each such Lien and security interest continues in full force and effect on a continuous basis, unimpaired, uninterrupted and undischarged, as collateral security for its obligations, liabilities and indebtedness under the Credit Agreement and under its guarantees in the Loan Documents, in each case, to the extent provided in, and subject to the limitations and qualifications set forth in, such Loan Documents (as amended by this First Amendment) and (BC) affirms and confirms all of its obligations obligations, liabilities and liabilities indebtedness under the Credit Agreement and each other Loan Document (including the 2013 2016 New First-Lien Replacement Term Loans, the 2013 2016 Converted Existing First-Lien Term Loans, the 2013 Converted Extended First-Lien Replacement Term Loans and the Revolving Credit Exposure related to the 2013 Extended Revolving Credit Commitments2016 Incremental Term Loans), in each case after giving effect to this Second First Amendment, including its guarantee of the Obligations and the pledge of and/or grant of a security interest in its assets as Collateral pursuant to the Security Documents (as amended hereby) to secure such Obligations, all as provided in the Security Documents (as amended hereby)Documents, and acknowledges and agrees that such obligations, liabilities, guarantee, pledge and grant continue in full force and effect in respect of, and to secure, such Obligations under the Credit Agreement and the other Loan Documents, in each case after giving effect case, to the extent provided in, and subject to the limitations and qualifications set forth in, such Loan Documents (as amended by this Second First Amendment).

Appears in 1 contract

Samples: Credit Agreement (On Semiconductor Corp)

Reaffirmation. By executing and delivering a counterpart hereofEach of the Credit Parties as debtor, grantor, pledgor, guarantor, assignor, or in any other similar capacity in which such Credit Party grants liens or security INTERESTS IN ITS PROPERTY OR OTHERWISE ACTS AS AN ACCOMMODATION PARTY OR GUARANTOR, AS THE CASE MAY BE, (iA) HEREBY RATIFIES AND REAFFIRMS ALL OF ITS PAYMENT AND PERFORMANCE OBLIGATIONS, CONTINGENT OR OTHERWISE, UNDER EACH OF THE CREDIT DOCUMENTS TO WHICH IT IS A PARTY (AFTER GIVING EFFECT HERETO) AND (B) TO THE EXTENT SUCH CREDIT PARTY GRANTED LIENS ON OR SECURITY INTERESTS IN ANY OF ITS PROPERTY PURSUANT TO ANY CREDIT DOCUMENT AS SECURITY FOR OR OTHERWISE GUARANTEED THE OBLIGATIONS UNDER OR WITH RESPECT TO THE CREDIT DOCUMENTS, HEREBY RATIFIES AND REAFFIRMS SUCH GUARANTEE AND GRANT OF SECURITY INTERESTS AND LIENS AND CONFIRMS AND AGREES THAT SUCH SECURITY INTERESTS AND LIENS HEREAFTER SECURE ALL OF THE OBLIGATIONS AS AMENDED HEREBY. EACH OF THE CREDIT PARTIES HEREBY CONSENTS TO THIS AMENDMENT and each Borrower of the transactions contemplated hereby agrees and acknowledges that all Loans incurred by each of the Borrowers (including, without limitation, the 2013 New First-Lien Term Loans incurred by the US Borrower, the 2013 Converted Existing First-Lien Term Loans and the 2013 Converted Extended First-Lien Term Loans incurred pursuant to the 2013 Term Loan Conversion) and all Revolving Credit Exposure (including, without limitation, Revolving Credit Exposure incurred pursuant to the 2013 Extended Revolving Credit Commitments) shall be guaranteed pursuant to the First-Lien Guarantee and Collateral Agreement (as amended hereby) in accordance with the terms and provisions thereof and shall be secured pursuant to the First-Lien Security Documents (as amended herebythrough and including the date hereof) in accordance with the terms and provisions thereof and (ii) each Borrower and each other Loan Party hereby (A) agrees that, notwithstanding the effectiveness of this Second Amendment, after giving effect to this Second Amendment, the First-Lien Security Documents continue to be remains in full force and effect and (B) affirms is hereby ratified and confirms all of its obligations and liabilities under the Credit Agreement and each other Loan Document (including the 2013 New First-Lien Term Loans, the 2013 Converted Existing First-Lien Term Loans, the 2013 Converted Extended First-Lien Term Loans and the Revolving Credit Exposure related to the 2013 Extended Revolving Credit Commitments), in each case after giving effect to this Second Amendment, including its guarantee of the Obligations and the pledge of and/or grant of a security interest in its assets as Collateral pursuant to the Security Documents (as amended hereby) to secure such Obligations, all as provided in the Security Documents (as amended hereby), and acknowledges and agrees that such obligations, liabilities, guarantee, pledge and grant continue in full force and effect in respect of, and to secure, such Obligations under the Credit Agreement and the other Loan Documents, in each case after giving effect to this Second Amendmentreaffirmed.

Appears in 1 contract

Samples: Credit and Guaranty Agreement (Waitr Holdings Inc.)

Reaffirmation. By executing and delivering a counterpart hereof, (i) each the Borrower hereby agrees that all Loans incurred by the Borrowers Borrower (including, without limitation, the 2013 2017 New First-Lien Replacement Term B-2 Loans and the 2017 Converted Replacement Term B-2 Loans incurred by the US Borrower, the 2013 Converted Existing First-Lien Term Loans ) and the 2013 Converted Extended First-Lien Term Loans incurred pursuant to the 2013 Term Loan Conversion) and all Incremental Revolving Credit Exposure (including, without limitation, Revolving Credit Exposure incurred pursuant to the 2013 Extended Revolving Credit Commitments) Commitments shall be guaranteed pursuant to the First-Lien Guarantee and Collateral Agreement (as amended hereby) in accordance with the terms and provisions thereof and shall be secured pursuant to the First-Lien Security Documents (as amended hereby) in accordance with the terms and provisions thereof and (ii) each of the Borrower and each other Loan Party the Subsidiary Guarantors party hereto hereby (A) agrees that, notwithstanding the effectiveness of this Second Third Amendment, after giving effect to this Second Third Amendment, the First-Lien Security Documents continue to be in full force and effect, (B) agrees that all of the Liens and security interests created and arising under each Security Document remain in full force and effect on a continuous basis, and the perfected status and priority of each such Lien and security interest continues in full force and effect on a continuous basis, unimpaired, uninterrupted and undischarged, as collateral security for its obligations, liabilities and indebtedness under the Credit Agreement and under its guarantees in the Loan Documents, in each case, to the extent provided in, and subject to the limitations and qualifications set forth in, such Loan Documents (as amended by this Third Amendment) and (BC) affirms and confirms all of its obligations obligations, liabilities and liabilities indebtedness under the Credit Agreement and each other Loan Document (including the 2013 New First-Lien Term LoansIncremental Revolving Commitments, the 2013 Converted Existing First-Lien 2017 New Replacement Term Loans, the 2013 Converted Extended First-Lien Term B-2 Loans and the Revolving Credit Exposure related to the 2013 Extended Revolving Credit Commitments2017 Converted Replacement Term B-2 Loans), in each case after giving effect to this Second Third Amendment, including its guarantee of the Obligations and the pledge of and/or grant of a security interest in its assets as Collateral pursuant to the Security Documents (as amended hereby) to secure such Obligations, all as provided in the Security Documents (as amended hereby)Documents, and acknowledges and agrees that such obligations, liabilities, guarantee, pledge and grant continue in full force and effect in respect of, and to secure, such Obligations under the Credit Agreement and the other Loan Documents, in each case after giving effect case, to the extent provided in, and subject to the limitations and qualifications set forth in, such Loan Documents (as amended by this Second Third Amendment).

Appears in 1 contract

Samples: Credit Agreement (On Semiconductor Corp)

Reaffirmation. By executing and delivering a counterpart hereof, (i) each Borrower hereby agrees that all Loans Advances incurred by the Borrowers (including, without limitation, the 2013 New First-Lien Term Loans incurred Xxxxxxxx shall be secured by the US Borrower, the 2013 Converted Existing First-Lien Term Loans and the 2013 Converted Extended First-Lien Term Loans incurred Collateral pursuant to the 2013 Term applicable Loan Conversion) and all Revolving Credit Exposure (including, without limitation, Revolving Credit Exposure incurred pursuant to the 2013 Extended Revolving Credit Commitments) shall be guaranteed pursuant to the First-Lien Guarantee and Collateral Agreement (as amended hereby) in accordance with the terms and provisions thereof and shall be secured pursuant to the First-Lien Security Documents (as amended hereby) in accordance with the terms and provisions thereof and (ii) each Borrower and each other Loan Party hereby (A) agrees that, notwithstanding the effectiveness of this Second Amendment, after giving effect to this Second Amendment, the First-Lien Security Loan Documents continue to be in full force and effect, (B) agrees that all of the Liens and security interests created and arising under the Loan Documents remain in full force and effect on a continuous basis, and the perfected status and priority of each such Lien and security interest continues in full force and effect on a continuous basis, unimpaired, uninterrupted and undischarged, as collateral security for its obligations, liabilities and indebtedness under the Loan Agreement to the extent provided in, and subject to the limitations and qualifications set forth in, such Loan Documents (as amended by this Amendment) and (BC) affirms and confirms all of its obligations obligations, liabilities and liabilities indebtedness under the Credit Loan Agreement and each other Loan Document (including the 2013 New First-Lien Term Loans, the 2013 Converted Existing First-Lien Term Loans, the 2013 Converted Extended First-Lien Term Loans and the Revolving Credit Exposure related to the 2013 Extended Revolving Credit Commitments)Document, in each case after giving effect to this Second Amendment, including its guarantee of the Obligations and the pledge of and/or grant of a security interest in its assets as Collateral pursuant to the Security Loan Documents (as amended hereby) to secure such Secured Obligations, all as provided in the Security Documents (as amended hereby)Loan Documents, and acknowledges and agrees that such obligations, liabilities, guarantee, pledge and grant continue in full force and effect in respect of, and to secure, such Secured Obligations under the Credit Loan Agreement and the other Loan Documents, in each case after giving effect case, to the extent provided in, and subject to the limitations and qualifications set forth in, such Loan Documents (as amended by this Second Amendment.). [Signature Page Follows]

Appears in 1 contract

Samples: Loan and Security Agreement (Madrigal Pharmaceuticals, Inc.)

Reaffirmation. By executing and delivering a counterpart hereof, (i) each Borrower hereby agrees that all Loans incurred by the Borrowers (including, without limitation, the 2013 Replacement New First-Lien Term Loans incurred by the US Borrower, the 2013 Converted Existing First-Lien Term Loans Borrower and the 2013 Replacement Converted Extended First-Lien Term Loans incurred pursuant to the 2013 Replacement Term Loan Conversion) and all Revolving Credit Exposure (including, without limitation, Revolving Credit Exposure incurred pursuant to the 2013 Extended Revolving Credit Commitments) shall be guaranteed pursuant to the First-Lien Guarantee and Collateral Agreement (as amended hereby) in accordance with the terms and provisions thereof and shall be secured pursuant to the First-Lien Security Documents (as amended hereby) in accordance with the terms and provisions thereof and (ii) each Borrower and each other Loan Party hereby (A) agrees that, notwithstanding the effectiveness of this Second Fourth Amendment, after giving effect to this Second Fourth Amendment, the First-Lien Security Documents continue to be in full force and effect and (B) affirms and confirms all of its obligations and liabilities under the Credit Agreement and each other Loan Document (including the 2013 Replacement New First-Lien Term Loans, the 2013 Converted Existing First-Lien Term Loans, the 2013 Converted Extended First-Lien Term Loans and the Revolving Credit Exposure related to the 2013 Extended Revolving Credit CommitmentsReplacement Converted First-Lien Term Loans), in each case after giving effect to this Second Fourth Amendment, including its guarantee of the Obligations and the pledge of and/or grant of a security interest in its assets as Collateral pursuant to the First-Lien Security Documents (as amended hereby) to secure such Obligations, all as provided in the First-Lien Security Documents (as amended hereby)Documents, and acknowledges and agrees that such obligations, liabilities, guarantee, pledge and grant continue in full force and effect in respect of, and to secure, such Obligations under the Credit Agreement and the other Loan Documents, in each case after giving effect to this Second Fourth Amendment.

Appears in 1 contract

Samples: Credit Agreement (Univision Holdings, Inc.)

Reaffirmation. By executing Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and delivering a counterpart hereof, (i) each Borrower hereby agrees that all Loans incurred by remedies of the Borrowers (including, without limitationLenders, the 2013 New First-Lien Term Loans incurred by Collateral Trustee or the US Borrower, Administrative Agents under the 2013 Converted Existing First-Lien Term Loans and the 2013 Converted Extended First-Lien Term Loans incurred pursuant to the 2013 Term Loan Conversion) and all Revolving Credit Exposure (including, without limitation, Revolving Credit Exposure incurred pursuant to the 2013 Extended Revolving Credit Commitments) shall be guaranteed pursuant to the First-Lien Guarantee and Collateral Agreement (as amended hereby) in accordance with the terms and provisions thereof by this Amendment or under any other Loan Document and shall be secured pursuant to not alter, modify, amend or in any way affect any of the First-Lien Security Documents (terms, conditions, obligations, covenants or agreements contained in the Existing Credit Agreement as amended hereby) by this Amendment, or of any other Loan Document, all of which are ratified and affirmed in accordance with all respects and shall continue in full force and effect. Each of the terms and provisions thereof and (ii) each New Borrower and each other Loan Party party hereto hereby (Aa) ratifies and affirms its obligations under the Amended Credit Agreement and each Loan Document to which it is a party, in each case as amended by this Amendment (and, in the case of the Guarantees, each Guarantor (including the Original Borrower) hereby confirms and ratifies its continuing unconditional obligations as a Guarantor under the applicable Guarantee with respect to all Guaranteed Obligations thereunder (including, for the avoidance of doubt, the Term Loans made on the Amendment Effective Date), (b) ratifies and affirms all Liens on the Collateral which have been granted by it for the benefit of the Secured Parties pursuant to the Loan Documents and (c) acknowledges and agrees thatthat the grants of security interests by the Loan Parties contained in the Collateral Agreement and the other Security Documents are, notwithstanding the effectiveness of this Second Amendmentand shall remain, in full force and effect immediately after giving effect to this Second Amendment, the First-Lien Security Documents continue to be in full force and effect and (B) affirms and confirms all of its obligations and liabilities under the Credit Agreement and each other Loan Document (including the 2013 New First-Lien Term Loans, the 2013 Converted Existing First-Lien Term Loans, the 2013 Converted Extended First-Lien Term Loans and the Revolving Credit Exposure related to the 2013 Extended Revolving Credit Commitments)Amendment and, in each case after giving effect to this Second Amendmentcase, including its guarantee of the Obligations and the pledge of and/or grant of a security interest in its assets as Collateral pursuant to the Security Documents (as amended hereby) shall continue to secure such Obligationsthe payment of all Obligations (including, all as provided in for the Security Documents (as amended herebyavoidance of doubt, the Term Loans made on the Amendment Effective Date), and acknowledges and agrees that such obligations, liabilities, guarantee, pledge and grant continue in full force and effect in respect of, and to secure, such Obligations under the Credit Agreement and the other Loan Documents, in each case after giving effect to this Second Amendment.

Appears in 1 contract

Samples: Term Loan and Revolving Credit Agreement (Federal-Mogul Holdings Corp)

Reaffirmation. By executing and delivering a counterpart hereof, (a) Each of the Reaffirming Parties (i) each Borrower hereby agrees that all Loans incurred by consents to the Borrowers (including, without limitation, the 2013 New First-Lien Term Loans incurred by the US Borrower, the 2013 Converted Existing First-Lien Term Loans Amendment and the 2013 Converted Extended First-Lien Term Loans incurred pursuant to the 2013 Term Loan Conversion) and all Revolving Credit Exposure (includingtransactions contemplated thereby, without limitation, Revolving Credit Exposure incurred pursuant to the 2013 Extended Revolving Credit Commitments) shall be guaranteed pursuant to the First-Lien Guarantee and Collateral Agreement (as amended hereby) in accordance with the terms and provisions thereof and shall be secured pursuant to the First-Lien Security Documents (as amended hereby) in accordance with the terms and provisions thereof and (ii) hereby confirms its guarantees (in the case of Holdings) and its pledges, grants of security interests and other agreements (in the case of all Reaffirming Parties), as applicable, under each Borrower of the Security Documents to which it is party and each other Loan Party hereby (Aiii) agrees that, that notwithstanding the effectiveness of this Second Amendmentthe Amendment and the consummation of the transactions contemplated thereby, after giving effect to this Second Amendmentsuch guarantees, the First-Lien Security Documents pledges, grants of security interests and other agreements shall continue to be in full force and effect and (B) affirms shall accrue to the benefit of the Lenders under the Amended Credit Agreement. Each of the Reaffirming Parties further agrees to take any action that may be required or that is reasonably requested by the Administrative Agent to ensure compliance by Holdings and confirms all the Borrower with Section 5.10 of the Amended Credit Agreement, hereby reaffirms its obligations under each similar provision of each Security Document to which it is party and liabilities under further agrees that notwithstanding the Credit Agreement and each other Loan Document (including effectiveness of the 2013 New First-Lien Term Loans, the 2013 Converted Existing First-Lien Term Loans, the 2013 Converted Extended First-Lien Term Loans Amendment and the Revolving Credit Exposure related to the 2013 Extended Revolving Credit Commitments), in each case after giving effect to this Second Amendment, including its guarantee consummation of the Obligations and the pledge of and/or grant of a security interest in its assets as Collateral pursuant transactions contemplated thereby, such obligations shall continue to the Security Documents (as amended hereby) to secure such Obligations, all as provided in the Security Documents (as amended hereby), and acknowledges and agrees that such obligations, liabilities, guarantee, pledge and grant continue be in full force and effect in respect of, and shall accrue to secure, such Obligations the benefit of the Lenders under the Amended Credit Agreement Agreement. (b) Each of the Reaffirming Parties party to each of the Security Documents securing the Obligations of the Borrower hereby confirms and agrees that the other Revolving Facility Loans under the Extended Maturity Revolving Facility Commitments constitute Loan Documents, Document Obligations (as defined in each case after giving effect to this Second Amendmentthe Collateral Agreement).

Appears in 1 contract

Samples: Reaffirmation Agreement (CAESARS ENTERTAINMENT Corp)

Reaffirmation. By executing and delivering a counterpart hereof, (i) each Borrower Loan Party hereby agrees that that, as of the Third Amendment Effective Date and after giving effect to this Third Amendment, all Loans incurred by Obligations of the Borrowers (including, without limitation, the 2013 New First-Lien Term Loans incurred by the US Borrower, the 2013 Converted Existing First-Lien Term Loans and the 2013 Converted Extended First-Lien Term Loans incurred pursuant to the 2013 Term Loan Conversion) and all Revolving Credit Exposure (including, without limitation, Revolving Credit Exposure incurred pursuant to the 2013 Extended Revolving Credit Commitments) Borrower shall be guaranteed pursuant to the First-Lien Guarantee and Collateral Agreement (as amended hereby) in accordance with the terms and provisions thereof and shall be secured pursuant to the First-Lien Security Documents (as amended hereby) in accordance with the terms and provisions thereof thereof; and (ii) each Borrower and each other Loan Party hereby (A) agrees that, notwithstanding the effectiveness of this Second Third Amendment, as of the Third Amendment Effective Date and after giving effect to this Second Third Amendment, the First-Lien Security Documents continue to be in full force and effect and effect, (B) agrees as of the Third Amendment Effective Date that all of the Liens and security interests created and arising under each Security Document remain in full force and effect on a continuous basis, and the perfected status and priority of each such Lien and security interest continues in full force and effect on a continuous basis, unimpaired, uninterrupted and undischarged, as collateral security for all Obligations under the Loan Documents (as modified hereby) to which it is a party, in each case, to the extent provided in, and subject to the limitations and qualifications set forth in, such Loan Documents (as amended by this Third Amendment) and (C) as of the Third Amendment Effective Date, affirms and confirms all of its obligations and liabilities under the Amended Credit Agreement and each other Loan Document (including the 2013 New First-Lien Term Loans, the 2013 Converted Existing First-Lien Term Loans, the 2013 Converted Extended First-Lien Term Loans and the Revolving Credit Exposure related this Third Amendment) to the 2013 Extended Revolving Credit Commitments)which it is a party, in each case case, after giving effect to this Second Third Amendment, including its guarantee of the Obligations and the pledge of and/or grant of a security interest in its assets as Collateral pursuant to the Security Documents (as amended hereby) to secure such Obligations, all as provided in the Security Documents (as amended hereby)Documents, and acknowledges and agrees that as of the Third Amendment Effective Date such obligations, liabilities, guarantee, pledge and grant continue in full force and effect in respect of, and to secure, such Obligations under the Amended Credit Agreement and the other Loan Documents, in each case after giving effect to this Second Third Amendment.

Appears in 1 contract

Samples: Credit Agreement (EVERTEC, Inc.)

Reaffirmation. By executing and delivering a counterpart hereof, (i) each Borrower hereby agrees that all Loans incurred by the Borrowers (including, without limitation, the 2013 New First-Lien Term Loans incurred by the US Borrower, the 2013 Converted Existing First-Lien Term Loans and the 2013 Converted Extended First-Lien Term Loans incurred pursuant to the 2013 Term Each Loan Conversion) and all Revolving Credit Exposure (including, without limitation, Revolving Credit Exposure incurred pursuant to the 2013 Extended Revolving Credit Commitments) shall be guaranteed pursuant to the First-Lien Guarantee and Collateral Agreement (as amended hereby) in accordance with Party hereto expressly acknowledges the terms and provisions thereof and shall be secured pursuant to the First-Lien Security Documents (as amended hereby) in accordance with the terms and provisions thereof and (ii) each Borrower and each other Loan Party hereby (A) agrees that, notwithstanding the effectiveness of this Second AmendmentAmendment and reaffirms, after giving effect to this Second Amendmentas of the date hereof and on the Amendment No. 3 Effective Date, the First-Lien Security Documents continue to be in full force and effect and (B) affirms and confirms all of its obligations and liabilities under the Credit Agreement and each other Loan Document (including the 2013 New First-Lien Term Loans, the 2013 Converted Existing First-Lien Term Loans, the 2013 Converted Extended First-Lien Term Loans and the Revolving Credit Exposure related to the 2013 Extended Revolving Credit Commitments), in each case after giving effect to this Second Amendment, including that its guarantee of the Obligations and the pledge of and/or its grant of a Liens on and security interest in its assets as the Collateral to secure the Obligations pursuant to the Security Documents (as amended hereby) each Collateral Document to secure such Obligationswhich it is a party, all as provided in the Security Documents (as amended hereby)each case, and acknowledges and agrees that such obligations, liabilities, guarantee, pledge and grant continue remains in full force and effect on a continuous basis and extends to the obligations of the Loan Parties under the Loan Documents (including the Credit Agreement as amended by this Amendment) subject to any limitations set out in respect ofthe Credit Agreement (as so amended) and any other Loan Document applicable to that Loan Party. Each Loan Party agrees that the Obligations include, among other things and without limitation, the prompt and complete payment and performance by the Borrower when due and payable (whether at the stated maturity, by acceleration or otherwise) of principal and interest on, and to securepremium (if any) on, such the applicable Loans under the Amended Credit Agreement and that the Obligations under the Amended Credit Agreement are included in the “Secured Obligations” (as defined in the Guarantee and Collateral Agreement and the other Collateral Documents). Neither the execution, delivery, performance or effectiveness of this Amendment nor the modification of the Credit Agreement effected pursuant hereto: (i) impairs the validity, effectiveness or priority of the Liens or security interests granted pursuant to any Loan DocumentsDocument, in each case after giving effect and such Liens and security interests continue unimpaired with the same priority to this Second Amendmentsecure repayment of all Obligations, whether heretofore or hereafter incurred; or (ii) requires that any new filings be made or other action be taken to perfect or to maintain the perfection of such Liens or security interests.

Appears in 1 contract

Samples: Credit Agreement (Allison Transmission Holdings Inc)

Reaffirmation. By executing its signature set forth below, each Credit Party hereby ratifies and delivering a counterpart hereof, (i) each Borrower hereby agrees that all Loans incurred by confirms to the Borrowers (including, without limitation, the 2013 New First-Lien Term Loans incurred by the US Borrower, the 2013 Converted Existing First-Lien Term Loans Administrative Agent and the 2013 Converted Extended First-Lien Term Loans incurred pursuant to the 2013 Term Loan Conversion) and all Revolving Credit Exposure (including, without limitation, Revolving Credit Exposure incurred pursuant to the 2013 Extended Revolving Credit Commitments) shall be guaranteed pursuant to the First-Lien Guarantee and Collateral Agreement (as amended hereby) in accordance with the terms and provisions thereof and shall be secured pursuant to the First-Lien Security Documents (as amended hereby) in accordance with the terms and provisions thereof and (ii) each Borrower and each other Loan Party hereby (A) agrees Lenders that, notwithstanding the effectiveness of this Second Amendment, after giving effect to this Second AmendmentAgreement and the transactions contemplated hereby, each of the First-Lien Credit Agreement, each Security Documents continue Document and each other Credit Document to be which such Credit Party is a party continues in full force and effect and (B) affirms is the legal, valid and binding obligation of such Credit Party, enforceable against such Credit Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally or by equitable principles and each Credit Party hereby ratifies and confirms each such Credit Document. Except as expressly set forth herein, the execution of this Agreement shall not operate as a waiver of any right, power or remedy of the Administrative Agent or Lenders, constitute a waiver of any provision of any of the Credit Documents or serve to effect a novation of the Obligations. Each Credit Party (i) acknowledges receipt of a copy of this Agreement and all other agreements, documents and instruments executed and/or delivered in connection herewith, (ii) consents to the terms and conditions of its same without prejudice to any Credit Party’s liability pursuant to any of the Credit Documents, (iii) agrees and acknowledges that each of the Credit Documents remains in full force and effect, that such Credit Party’s obligations thereunder are without defense, setoff and liabilities counterclaim and that each of the Credit Documents is hereby ratified and confirmed, and (iv) ratifies and reaffirms each waiver of such Credit Party set forth in the Credit Documents to which it is a party. Each Credit Party hereby acknowledges that it has reviewed and consents to the terms and conditions of this Agreement and the transactions contemplated hereby. In addition, each Credit Party reaffirms in all respects the security interests and Liens granted by such Credit Party in and to the Collateral under the Credit Agreement terms and each other Loan Document (including the 2013 New First-Lien Term Loans, the 2013 Converted Existing First-Lien Term Loans, the 2013 Converted Extended First-Lien Term Loans and the Revolving Credit Exposure related to the 2013 Extended Revolving Credit Commitments), in each case after giving effect to this Second Amendment, including its guarantee conditions of the Obligations and the pledge of and/or grant of a security interest in its assets as Collateral pursuant to the Security Documents (as amended hereby) to secure such Obligations, all as provided in the Security Documents (as amended hereby), and acknowledges Obligations and agrees that such obligations, liabilities, guarantee, pledge security interests and grant continue Liens remain in full force and effect and are hereby ratified, reaffirmed and confirmed in respect of, and to secure, such Obligations under the Credit Agreement and the other Loan Documents, in each case after giving effect to this Second Amendmentall respects.

Appears in 1 contract

Samples: Forbearance Agreement (California Resources Corp)

Reaffirmation. By executing and delivering a counterpart hereof, (a) Each Loan Party hereby (i) each Borrower hereby agrees that all Loans incurred by expressly acknowledges the Borrowers (including, without limitation, terms of the 2013 New First-Lien Term Loans incurred by the US Borrower, the 2013 Converted Existing First-Lien Term Loans and the 2013 Converted Extended First-Lien Term Loans incurred pursuant to the 2013 Term Loan Conversion) and all Revolving Credit Exposure (including, without limitation, Revolving Credit Exposure incurred pursuant to the 2013 Extended Revolving Credit Commitments) shall be guaranteed pursuant to the First-Lien Guarantee and Collateral Agreement (as amended herebyby this Amendment), (ii) ratifies and affirms its obligations under the Loan Documents (including guarantees and security agreements) executed by the undersigned, (iii) acknowledges, renews and extends its continued liability under all such Loan Documents and agrees such Loan Documents remain in full force and effect, (iv) agrees that each Security Document secures all Obligations of the Loan Parties in accordance with the terms and provisions thereof and shall be secured (v) confirms this Amendment does not represent a novation of any Loan Document. Each Loan Party ratifies and confirms that all Liens granted, conveyed, or assigned to the Administrative Agent by such Person pursuant to each Loan Document to which it is a party remain in full force and effect, are not released or reduced, and continue to secure full payment and performance of the First-Lien Security Documents Obligations (in each case other than as amended hereby) any such Liens have been released or reduced from time to time in accordance with the terms and provisions thereof and Loan Documents prior to the date hereof). (iib) each Borrower and each other Each Loan Party hereby reaffirms, as of the Ninth Amendment Effective Date, (Ai) agrees thatthe covenants and agreements contained in each Loan Document to which it is a party, notwithstanding the effectiveness of this Second Amendmentincluding, in each case, such covenants and agreements as in effect immediately after giving effect to this Second AmendmentAmendment and the transactions contemplated thereby, the First-Lien Security Documents continue to be in full force and effect and (Bii) affirms and confirms all as applicable with respect to Domestic Loan Parties, its guarantee of its obligations and liabilities under payment of the Obligations pursuant to Article IX of the Credit Agreement and each other its grant of Liens on the Collateral to secure the Obligations. (c) Each Loan Document Party hereby certifies that, as of the date hereof (including the 2013 New First-Lien Term Loans, the 2013 Converted Existing First-Lien Term Loans, the 2013 Converted Extended First-Lien Term Loans and the Revolving Credit Exposure related to the 2013 Extended Revolving Credit Commitments), in each case immediately after giving effect to this Second Amendment, including its guarantee the occurrence of the Obligations Ninth Amendment Effective Date and the pledge effectiveness of and/or grant of the Amendment), the representations and warranties made by it contained in the Loan Documents to which it is a security interest party are true and correct in its assets all material respects with the same effect as Collateral pursuant if made on the date hereof, except to the Security Documents extent any such representation or warranty refers or pertains solely to a date prior to the date hereof (in which case such representation and warranty was true and correct in all material respects as amended herebyof such earlier date). (d) to secure such Obligations, all as provided in the Security Documents (as amended hereby), and Each Loan Party hereby acknowledges and agrees that the acceptance by the Administrative Agent and each applicable Lender of this document shall not be construed in any manner to establish any course of dealing on such obligationsPerson’s part, liabilitiesincluding the providing of any notice or the requesting of any acknowledgment not otherwise expressly provided for in any Loan Document with respect to any future amendment, guaranteewaiver, pledge and grant continue in full force and effect in respect of, and supplement or other modification to secure, such Obligations under the Credit Agreement and the other any Loan Documents, in each case after giving effect to this Second AmendmentDocument or any arrangement contemplated by any Loan Document.

Appears in 1 contract

Samples: Credit Agreement (DIEBOLD NIXDORF, Inc)

Reaffirmation. By executing and delivering a counterpart hereof, (i) each Borrower Credit Party hereby agrees that that, as of the Eighth Amendment Effective Date and after giving effect to this Eighth Amendment and the transactions contemplated hereby, all Loans incurred by Obligations of the Borrowers Borrower (including, without limitation, the 2013 New First-Lien Term Loans incurred by the US Borrower, the 2013 Converted Existing First-Lien Term Loans and the 2013 Converted Extended First-Lien Term Loans incurred pursuant to the 2013 Term Loan Conversion) and all Revolving Credit Exposure (including, without limitation, Revolving Credit Exposure incurred pursuant with respect to the 2013 Extended 2019 New Revolving Credit Commitments) shall be guaranteed pursuant to the First-Lien Guarantee and Collateral Agreement (as amended hereby) in accordance with the terms and provisions thereof and shall be secured pursuant to the First-Lien Security Documents (as amended hereby) in accordance with the terms and provisions thereof and thereof; (ii) each Borrower and each other Loan Credit Party hereby (A) agrees that, notwithstanding the effectiveness of this Second Eighth Amendment, as of the Eighth Amendment Effective Date and after giving effect to this Second Amendmentthereto, the First-Lien Security Documents continue to be in full force and effect, (B) agrees that, as of the Eighth Amendment Effective Date and after giving effect to this Eighth Amendment and the transactions contemplated hereby, all of the Liens and security interests created and arising under each Security Document remain in full force and effect on a continuous basis, and the perfected status and priority of each such Lien and security interest continues in full force and effect on a continuous basis, unimpaired, uninterrupted and undischarged, as collateral security for its Obligations under the Credit Documents (as modified hereby) to which it is a party, in each case, to the extent provided in, and subject to the limitations and qualifications set forth in, such Credit Documents (as modified hereby) and (BC) affirms and confirms all of its obligations and liabilities under the Credit Agreement and each other Loan Credit Document (including the 2013 New First-Lien Term Loans, the 2013 Converted Existing First-Lien Term Loans, the 2013 Converted Extended First-Lien Term Loans and the Revolving Credit Exposure related to the 2013 Extended Revolving Credit Commitmentsas modified hereby), in each case after giving effect to this Second AmendmentEighth Amendment and the transactions contemplated hereby, including its guarantee of the Obligations and the pledge of and/or grant of a security interest in its assets as Collateral pursuant to the Security Documents (as amended modified hereby) to secure such Obligations, all as provided in the Security Documents (as amended modified hereby), and acknowledges and agrees that that, as of the Eighth Amendment Effective Date, such obligations, liabilities, guarantee, pledge and grant continue in full force and effect in respect of, and to secure, such Obligations under the Credit Agreement and the other Loan Credit Documents, in each case after giving effect to this Second AmendmentEighth Amendment and the 2019 Revolving Commitment Increase effected hereby and the other transactions contemplated hereby; and (iii) each Guarantor agrees that nothing in the Credit Agreement, this Eighth Amendment or any other Credit Document shall be deemed to require the consent of such Guarantor to any future amendment to the Credit Agreement.

Appears in 1 contract

Samples: Credit Agreement (Vistra Energy Corp.)

Reaffirmation. By executing and delivering a counterpart hereof, (a) Each of the Reaffirming Parties confirms that (i) each Borrower hereby agrees that all Loans incurred the security interests granted by the Borrowers (including, without limitation, the 2013 New First-Lien Term Loans incurred by the US Borrower, the 2013 Converted Existing First-Lien Term Loans and the 2013 Converted Extended First-Lien Term Loans incurred pursuant to the 2013 Term Loan Conversion) and all Revolving Credit Exposure (including, without limitation, Revolving Credit Exposure incurred pursuant to the 2013 Extended Revolving Credit Commitments) shall be guaranteed pursuant to the First-Lien Guarantee and Collateral Agreement (as amended hereby) in accordance with the terms and provisions thereof and shall be secured pursuant to the First-Lien Security Documents (as amended hereby) in accordance with the terms and provisions thereof and (ii) each Borrower and each other Loan Party hereby (A) agrees that, notwithstanding the effectiveness of this Second Amendment, after giving effect to this Second Amendment, the First-Lien Security Documents continue to be in full force and effect and (B) affirms and confirms all of its obligations and liabilities it under the Credit Agreement and each other Loan Document (including the 2013 New First-Lien Term Loans, the 2013 Converted Existing First-Lien Term Loans, the 2013 Converted Extended First-Lien Term Loans and the Revolving Credit Exposure related to the 2013 Extended Revolving Credit Commitments), in each case after giving effect to this Second Amendment, including its guarantee of the Obligations and the pledge of and/or grant of a security interest in its assets as Collateral pursuant to the Security Documents (as amended hereby) and in existence immediately prior to secure such Obligations, all as provided in the Security Documents (as amended hereby), and acknowledges and agrees that such obligations, liabilities, guarantee, pledge and grant Restatement Date shall continue in full force and effect in respect of, on the terms of the respective Security Documents and to secure, such (ii) on the Restatement Date the Obligations under the Restated Credit Agreement shall constitute "Obligations" under the Guarantee and Collateral Agreement as amended by paragraph (b) below (as so amended, the "Amended GCA") and "secured obligations" (however defined) under the other Security Documents (subject to any limitations set forth in the Amended GCA or such other Security Documents). Each party hereto confirms that the intention of the parties is that each of the Guarantee and Collateral Agreement and each other Security Document shall not terminate on the Restatement Date and shall continue in full force and effect as amended or amended and restated by the Restated Credit Agreement, this Agreement or otherwise. (b) The references to Section "6.06(e)" of the Credit Agreement in Section 12.13(d) of the Guarantee and Collateral Agreement are hereby replaced with references to Section "6.04(c)". (c) On the Restatement Date, (i) the term "Credit Agreement", as used in the Security Documents, shall mean the Restated Credit Agreement and (ii) the other Loan Documentsterms "Agreement", "this Agreement", "herein", "hereinafter", "hereto", "hereof" and words of similar import, as used in each case after giving effect the Amended GCA, shall, unless the context otherwise requires, refer to this Second Amendmentthe Guarantee and Collateral Agreement as amended hereby.

Appears in 1 contract

Samples: Reaffirmation Agreement (Goodyear Tire & Rubber Co /Oh/)

Reaffirmation. By executing and delivering a counterpart hereof, (i) each Borrower Credit Party hereby agrees that that, as of the First Amendment Effective Date and after giving effect to this First Amendment and the transactions contemplated hereby, all Loans incurred by Obligations of the Borrowers Borrower (including, without limitation, the 2013 New First-Lien Term Loans incurred by the US Borrower, the 2013 Converted Existing First-Lien Term Loans and the 2013 Converted Extended First-Lien Term Loans incurred pursuant to the 2013 Term Loan Conversion) and all Revolving Credit Exposure (including, without limitation, Revolving Credit Exposure incurred pursuant with respect to the 2013 Extended 2022-A New Revolving Credit Commitments) shall be guaranteed pursuant to the First-Lien Guarantee and Collateral Agreement (as amended hereby) in accordance with the terms and provisions thereof and shall be secured pursuant to the First-Lien Security Documents (as amended hereby) in accordance with the terms and provisions thereof and thereof; (ii) each Borrower and each other Loan Credit Party hereby (A) agrees that, notwithstanding the effectiveness of this Second First Amendment, as of the First Amendment Effective Date and after giving effect to this Second Amendmentthereto, the First-Lien Security Documents continue to be in full force and effect, (B) agrees that, as of the First Amendment Effective Date and after giving effect to this First Amendment and the transactions contemplated hereby, all of the Liens and security interests created and arising under each Security Document to which it is a party remain in full force and effect on a continuous basis, and the perfected status and priority of each such Lien and security interest continues in full force and effect on a continuous basis, unimpaired, uninterrupted and undischarged, as collateral security for its Obligations under the Credit Documents (as modified hereby) to which it is a party, in each case, to the extent provided in, and subject to the limitations and qualifications set forth in, such Credit Documents (as modified hereby) and (BC) affirms and confirms all of its obligations and liabilities under the Credit Agreement and each other Loan Credit Document (including the 2013 New First-Lien Term Loans, the 2013 Converted Existing First-Lien Term Loans, the 2013 Converted Extended First-Lien Term Loans and the Revolving Credit Exposure related as modified hereby) to the 2013 Extended Revolving Credit Commitments)which it is a party, in each case after giving effect to this Second AmendmentFirst Amendment and the transactions contemplated hereby, including its guarantee of the Obligations and the pledge of and/or grant of a security interest in its assets as Collateral pursuant to the Security Documents (as amended modified hereby) to which it is a party to secure such Obligations, all as provided in the Security Documents (as amended modified hereby), and acknowledges and agrees that that, as of the First Amendment Effective Date, such obligations, liabilities, guarantee, pledge and grant continue in full force and effect in respect of, and to secure, such Obligations under the Credit Agreement and the other Loan Credit Documents, in each case after giving effect to this Second AmendmentFirst Amendment and the incurrence of the 2022-A Revolving Commitment Increase effected hereby and the other transactions contemplated hereby; and (iii) each Guarantor agrees that nothing in the Credit Agreement, this First Amendment or any other Credit Document shall be deemed to require the consent of such Guarantor to any future amendment to the Credit Agreement. This First Amendment shall not extinguish the obligations of the parties outstanding under the Security Documents or discharge, release or otherwise change the priority of any Lien on any Collateral pursuant to any of the Security Documents. Nothing herein contained shall be construed as a substitution or novation of the obligations, guarantees and liabilities outstanding under the Security Documents, and it is the intent of the parties hereto to confirm that all of the respective obligations of each of the Borrower and each other Credit Party under the Security Documents to which it is a party shall continue in full force and effect.

Appears in 1 contract

Samples: Credit Agreement (Vistra Corp.)

Reaffirmation. By executing and delivering a counterpart hereof(a) After giving effect to the First Amendment, (i) the Borrower reaffirms the covenants, pledges, grants of Liens and agreements or other commitments contained in each Borrower hereby agrees that all Loans incurred by the Borrowers (Loan Document to which it is a party, including, without limitationin each case, the 2013 New First-Lien Term Loans incurred by the US Borrowersuch covenants, the 2013 Converted Existing First-Lien Term Loans pledges, grants of Liens and the 2013 Converted Extended First-Lien Term Loans incurred pursuant to the 2013 Term Loan Conversion) and all Revolving Credit Exposure (including, without limitation, Revolving Credit Exposure incurred pursuant to the 2013 Extended Revolving Credit Commitments) shall be guaranteed pursuant to the First-Lien Guarantee and Collateral Agreement (agreements or other commitments as amended hereby) in accordance with the terms and provisions thereof and shall be secured pursuant to the First-Lien Security Documents (as amended hereby) in accordance with the terms and provisions thereof and (ii) each Borrower and each other Loan Party hereby (A) agrees that, notwithstanding the effectiveness of this Second Amendment, effect immediately after giving effect to this Second First Amendment and the transactions contemplated hereby, (ii) each Loan Guarantor reaffirms its guarantee of the Secured Obligations (including the Secured Obligations arising out of the incurrence of the 2019 Incremental Term Loans) and (iii) each of the Borrower and each Loan Guarantor reaffirms each Lien granted by it to the Collateral Agent for the benefit of the Secured Parties under each of the Loan Documents to which it is a party, which Liens shall continue in full force and effect during the term of the Credit Agreement as amended by the First Amendment, and shall continue to secure the First-Lien Security Documents Secured Obligations (including the Secured Obligations arising out of the incurrence of the 2019 Incremental Term Loans), in each case, on and subject to the terms and conditions set forth in the Credit Agreement, as amended by the First Amendment, and the other Loan Documents. (b) Each of the Borrower and each Loan Guarantor hereby acknowledges and agrees that neither the modification of the Credit Agreement effected pursuant to this First Amendment nor the execution, delivery, performance or effectiveness of this First Amendment impairs the validity, effectiveness or priority of the Liens granted pursuant to any Loan Document and such Liens continue unimpaired with the same priority to secure repayment of all Secured Obligations, whether heretofore or hereafter incurred. (c) Each of the Borrower and each Loan Guarantor hereby acknowledges and agrees that (A) each Loan Document to which it is a party shall continue to be in full force and effect and (B) affirms all guarantees, pledges, grants of Liens, covenants, agreements and confirms all of its obligations and liabilities other commitments by such Loan Party under the Credit Agreement and each other Loan Document (including the 2013 New First-Lien Term Loans, the 2013 Converted Existing First-Lien Term Loans, the 2013 Converted Extended First-Lien Term Loans and the Revolving Credit Exposure related Documents shall continue to the 2013 Extended Revolving Credit Commitments), in each case after giving effect to this Second Amendment, including its guarantee of the Obligations and the pledge of and/or grant of a security interest in its assets as Collateral pursuant to the Security Documents (as amended hereby) to secure such Obligations, all as provided in the Security Documents (as amended hereby), and acknowledges and agrees that such obligations, liabilities, guarantee, pledge and grant continue be in full force and effect and shall accrue to the benefit of the Secured Parties and shall not be affected, impaired or discharged hereby or by the transactions contemplated in respect of, and to secure, such Obligations under the Credit Agreement and the other Loan Documents, in each case after giving effect to this Second First Amendment.

Appears in 1 contract

Samples: First Lien Credit Agreement (Shift4 Payments, Inc.)

Reaffirmation. By executing and delivering Each Loan Party hereby: (a) acknowledges its receipt of a counterpart hereof, (i) each Borrower hereby agrees that all Loans incurred by the Borrowers (including, without limitation, the 2013 New First-Lien Term Loans incurred by the US Borrower, the 2013 Converted Existing First-Lien Term Loans copy of this Incremental Amendment and the 2013 Converted Extended First-Lien Term Loans incurred pursuant to the 2013 Term Loan Conversion) Amended Credit Agreement and all Revolving Credit Exposure (including, without limitation, Revolving Credit Exposure incurred pursuant to the 2013 Extended Revolving Credit Commitments) shall be guaranteed pursuant to the First-Lien Guarantee and Collateral Agreement (as amended hereby) in accordance with its review of the terms and provisions conditions thereof and shall be secured pursuant consents to the First-Lien Security Documents (as amended hereby) in accordance with the terms and provisions thereof conditions of this Incremental Amendment and the Amended Credit Agreement and the transactions contemplated thereby, including the extension of credit to the Borrower in the form of the 2018 Incremental Term Loans; (ii) each Borrower and each other Loan Party hereby (Ab) agrees that, notwithstanding the effectiveness of this Second AmendmentIncremental Amendment and the Amended Credit Agreement and the consummation of the transactions contemplated thereby, after giving effect (i) each Security Document to this Second Amendment, the First-Lien Security Documents which it is a party shall continue to be in full force and effect and (Bii) affirms all guarantees, pledges, grants and confirms all of its obligations and liabilities under the Credit Agreement and each other Loan Document (including the 2013 New First-Lien Term Loans, the 2013 Converted Existing First-Lien Term Loans, the 2013 Converted Extended First-Lien Term Loans and the Revolving Credit Exposure related commitments thereunder shall continue to the 2013 Extended Revolving Credit Commitments), in each case after giving effect to this Second Amendment, including its guarantee of the Obligations and the pledge of and/or grant of a security interest in its assets as Collateral pursuant to the Security Documents (as amended hereby) to secure such Obligations, all as provided in the Security Documents (as amended hereby), and acknowledges and agrees that such obligations, liabilities, guarantee, pledge and grant continue be in full force and effect in respect ofand shall accrue to the benefit of the Secured Parties, including the holders of the 2018 Incremental Term Loans; and (c) confirms that neither the amendment and to secure, such Obligations under restatement of the Credit Agreement effected pursuant to this Incremental Amendment nor the execution, delivery, performance or effectiveness of this Incremental Amendment and the Amended Credit Agreement (i) impairs the validity, effectiveness or priority of the Liens granted pursuant to any Security Document, and such Liens continue unimpaired with the same priority to secure repayment of all Obligations as defined under the Amended Credit Agreement, whether heretofore or hereafter incurred or (ii) requires that any new filings be made or other Loan Documents, in each case after giving effect action taken to this Second Amendmentperfect or to maintain the perfection of such Liens.

Appears in 1 contract

Samples: Term Loan Credit Agreement (CPG Newco LLC)

Reaffirmation. By executing and delivering a counterpart hereof, (i) each Borrower Credit Party hereby agrees that that, as of the Seventh Amendment Effective Date and after giving effect to this Seventh Amendment and the transactions contemplated hereby, all Loans incurred by Obligations of the Borrowers Borrower (including, without limitation, the 2013 New First-Lien Term Loans incurred by the US Borrower, the 2013 Converted Existing First-Lien 2018 Incremental Term Loans and the 2013 Converted Extended First-Lien Term Loans incurred pursuant to the 2013 Term Loan Conversion) and all Revolving Credit Exposure (including, without limitation, Revolving Credit Exposure incurred pursuant with respect to the 2013 Extended 2018 New Revolving Credit Commitments) shall be guaranteed pursuant to the First-Lien Guarantee and Collateral Agreement (as amended hereby) in accordance with the terms and provisions thereof and shall be secured pursuant to the First-Lien Security Documents (as amended hereby) in accordance with the terms and provisions thereof and thereof; (ii) each Borrower and each other Loan Credit Party hereby (A) agrees that, notwithstanding the effectiveness of this Second Seventh Amendment, as of the Seventh Amendment Effective Date and after giving effect to this Second Amendmentthereto, the First-Lien Security Documents continue to be in full force and effect, (B) agrees that, as of the Seventh Amendment Effective Date and after giving effect to this Seventh Amendment and the transactions contemplated hereby, all of the Liens and security interests created and arising under each Security Document remain in full force and effect on a continuous basis, and the perfected status and priority of each such Lien and security interest continues in full force and effect on a continuous basis, unimpaired, uninterrupted and undischarged, as collateral security for its Obligations under the Credit Documents (as modified hereby) to which it is a party, in each case, to the extent provided in, and subject to the limitations and qualifications set forth in, such Credit Documents (as modified hereby) and (BC) affirms and confirms all of its obligations and liabilities under the Credit Agreement and each other Loan Credit Document (including the 2013 New First-Lien Term Loans, the 2013 Converted Existing First-Lien Term Loans, the 2013 Converted Extended First-Lien Term Loans and the Revolving Credit Exposure related to the 2013 Extended Revolving Credit Commitmentsas modified hereby), in each case after giving effect to this Second AmendmentSeventh Amendment and the transactions contemplated hereby, including its guarantee of the Obligations and the pledge of and/or grant of a security interest in its assets as Collateral pursuant to the Security Documents (as amended modified hereby) to secure such Obligations, all as provided in the Security Documents (as amended modified hereby), and acknowledges and Table of Contents agrees that that, as of the Seventh Amendment Effective Date, such obligations, liabilities, guarantee, pledge and grant continue in full force and effect in respect of, and to secure, such Obligations under the Credit Agreement and the other Loan Credit Documents, in each case after giving effect to this Second AmendmentSeventh Amendment and the incurrence of the 2018 Incremental Term Loans and the 2018 Revolving Commitment Increase effected hereby and the other transactions contemplated hereby; and (iii) each Guarantor agrees that nothing in the Credit Agreement, this Seventh Amendment or any other Credit Document shall be deemed to require the consent of such Guarantor to any future amendment to the Credit Agreement.

Appears in 1 contract

Samples: Credit Agreement (Vistra Energy Corp.)

Reaffirmation. By executing signing this Amendment, each of Holdings and delivering a counterpart hereof, (i) each Borrower hereby agrees that all Loans incurred by the Borrowers (including, without limitation, the 2013 New First-Lien Term Loans incurred by the US Borrower, the 2013 Converted Existing First-Lien Term Loans and the 2013 Converted Extended First-Lien Term Loans incurred pursuant to the 2013 Term Loan Conversion) and all Revolving Credit Exposure (including, without limitation, Revolving Credit Exposure incurred pursuant to the 2013 Extended Revolving Credit Commitments) shall be guaranteed pursuant to the First-Lien Guarantee and Collateral Agreement (as amended hereby) in accordance with the terms and provisions thereof and shall be secured pursuant to the First-Lien Security Documents (as amended hereby) in accordance with the terms and provisions thereof and (ii) each Borrower on behalf of itself and each other Loan Party Credit Party, hereby (Aa) agrees that, confirms that notwithstanding the effectiveness of this Second Amendment, after giving effect to this Second AmendmentAmendment and the transactions contemplated hereby, the First-Lien obligations of the Credit Parties under the Amended Credit Agreement (including with respect to the Term B-1 Loans and Additional Term B-1 Loans contemplated by this Amendment) and the other Credit Documents (i) are entitled to the benefits of the guarantees and the security interests set forth or created in the Amended Credit Agreement, the Security Agreement, the other Security Documents and the other Credit Documents, (ii) constitute “Guaranteed Obligations” and “Obligations” for purposes of the Amended Credit Agreement, the Security Agreement, the other Security Documents and all other Credit Documents, (b) confirms and ratifies each Guarantor’s continuing unconditional obligations as Guarantor under the Credit Agreement as amended hereby with respect to all of the Guaranteed Obligations, (c) confirms that each Credit Document to which any Credit Party is a party is, and shall continue to be be, in full force and effect and (B) affirms is hereby ratified and confirms confirmed in all of its obligations respects and liabilities under the Credit Agreement and each other Loan Document (including the 2013 New First-Lien Term Loans, the 2013 Converted Existing First-Lien Term Loans, the 2013 Converted Extended First-Lien Term Loans and the Revolving Credit Exposure related to the 2013 Extended Revolving Credit Commitments), in each case after giving effect to this Second Amendment, including its guarantee of the Obligations and the pledge of and/or grant of a security interest in its assets as Collateral pursuant to the Security Documents (as amended hereby) to secure such Obligations, all as provided in the Security Documents (as amended hereby), and acknowledges and agrees that such obligations, liabilities, guarantee, pledge and grant continue shall remain in full force and effect according to its terms (in respect ofthe case of the Credit Agreement, as amended hereby) and to secure, such Obligations under (d) confirms that each of the Term B-1 Loan Lenders and the Additional Term B-1 Loan Lender shall be a “Secured Creditor” and a “Lender” for all purposes of the Amended Credit Agreement and the other Loan Credit Documents. The Borrower, on behalf of itself and each other Credit Party, ratifies and confirms that all Liens granted, conveyed, or assigned to any Agent by such Person pursuant to any Credit Document to which it is a party remain in each case after giving effect full force and effect, are not released or reduced, and continue to this Second Amendmentsecure full payment and performance of the Obligations.

Appears in 1 contract

Samples: Term Loan Credit Agreement (Ingram Micro Holding Corp)

Reaffirmation. By executing and delivering a counterpart hereofsigning this Amendment, (i) each Borrower hereby agrees that all Loans incurred by the Borrowers (including, without limitation, the 2013 New First-Lien Term Loans incurred by the US Borrower, the 2013 Converted Existing First-Lien Term Loans and the 2013 Converted Extended First-Lien Term Loans incurred pursuant to the 2013 Term Loan Conversion) and all Revolving Credit Exposure (including, without limitation, Revolving Credit Exposure incurred pursuant to the 2013 Extended Revolving Credit Commitments) shall be guaranteed pursuant to the First-Lien Guarantee and Collateral Agreement (as amended hereby) in accordance with the terms and provisions thereof and shall be secured pursuant to the First-Lien Security Documents (as amended hereby) in accordance with the terms and provisions thereof and (ii) each Borrower and each other Loan Party hereby confirms that (Aa) agrees that, notwithstanding the effectiveness of this Second Amendment, after giving effect to this Second AmendmentAmendment and the transactions contemplated hereby, the First-Lien obligations of such Credit Parties under the Amended Credit Agreement (including with respect to the 2020 Delayed Draw Term Loans contemplated by this Amendment) and the other Loan Documents (i) are entitled to the benefits of the guarantees and the security interests set forth or created in the Amended Credit Agreement, the Security Agreement, the other Collateral Documents and the other Loan Documents, (ii) constitute “Guarantee Obligations” and “Obligations” for purposes of the Amended Credit Agreement, the Security Agreement, the other Collateral Documents and all other Loan Documents, (iii) each Guarantor hereby confirms and ratifies its continuing unconditional obligations as Guarantor under the Credit Agreement as amended hereby with respect to all of the Guarantee Obligations and (iv) each Loan Document to which such Credit Party is a party is, and shall continue to be be, in full force and effect and (B) affirms is hereby ratified and confirms confirmed in all of its obligations respects and liabilities under the Credit Agreement and each other Loan Document (including the 2013 New First-Lien Term Loans, the 2013 Converted Existing First-Lien Term Loans, the 2013 Converted Extended First-Lien Term Loans and the Revolving Credit Exposure related to the 2013 Extended Revolving Credit Commitments), in each case after giving effect to this Second Amendment, including its guarantee of the Obligations and the pledge of and/or grant of a security interest in its assets as Collateral pursuant to the Security Documents (as amended hereby) to secure such Obligations, all as provided in the Security Documents (as amended hereby), and acknowledges and agrees that such obligations, liabilities, guarantee, pledge and grant continue shall remain in full force and effect according to its terms (in respect ofthe case of the Credit Agreement, as amended hereby) and to secure, such Obligations under (b) each 2020 DDTL Lender shall be a “Secured Party” and a “Lender” (including without limitation for purposes of the definition of “Required Lenders” contained in Section 11.1 of the Amended Credit Agreement) for all purposes of the Amended Credit Agreement and the other Loan Documents. Each Credit Party ratifies and confirms that all Liens granted, conveyed, or assigned to any Agent by such Person pursuant to any Loan Document to which it is a party remain in each case after giving effect full force and effect, are not released or reduced, and continue to this Second Amendmentsecure full payment and performance of the Obligations as increased hereby.

Appears in 1 contract

Samples: Credit Agreement (R1 RCM Inc.)

Reaffirmation. By executing and delivering a counterpart hereof, (i) each Borrower hereby agrees that all Loans incurred by the Borrowers (including, without limitationHoldings, the 2013 New First-Lien Term Loans incurred by the US Borrower, the 2013 Converted Existing First-Lien Term Loans and the 2013 Converted Extended First-Lien Term Loans incurred pursuant to the 2013 Term Loan Conversion) and all Revolving Credit Exposure (including, without limitation, Revolving Credit Exposure incurred pursuant to the 2013 Extended Revolving Credit Commitments) shall be guaranteed pursuant to the First-Lien Guarantee and Collateral Agreement (as amended hereby) in accordance with the terms and provisions thereof and shall be secured pursuant to the First-Lien Security Documents (as amended hereby) in accordance with the terms and provisions thereof and (ii) each Borrower and each other Loan Guarantor party hereto (each, a “Reaffirming Party” and collectively, the “Reaffirming Parties”) hereby acknowledges its receipt of a copy of this Amendment and its review of the terms and conditions thereof and consents to the terms and conditions of this Amendment and the transactions contemplated hereby, including the extension of credit to the Borrower in the form of Additional Term B-2 Commitments and Term B-2 Loans. Each Reaffirming Party hereby (Aa) affirms and confirms the covenants and agreements contained in each Loan Document to which it is a party, including, in each case, such covenants and agreements as in effect immediately after giving effect to this Amendment and the transactions contemplated hereby, (b) affirms and confirms its guarantee of the Secured Obligations pursuant to the Guarantee Agreement, (c) affirms and confirms its prior pledges and grants of Liens on the Collateral to secure the Secured Obligations and other commitments under the Security Documents to which it is a party and (d) agrees that, notwithstanding that (i) the effectiveness of this Second AmendmentGuarantee Agreement and each Security Document to which it is a party shall continue to be in full force and effect, after giving effect to this Second AmendmentAmendment and (ii) all guarantees, the First-Lien Security Documents Liens, pledges, grants and other commitments thereunder shall continue to be in full force and effect and shall secure the Secured Obligations (B) affirms and confirms all of its obligations and liabilities under the Credit Agreement and each other Loan Document (including the 2013 New First-Lien Term Loans, the 2013 Converted Existing First-Lien Term Loans, the 2013 Converted Extended First-Lien Term Loans and the Revolving Credit Exposure related to the 2013 Extended Revolving Credit Commitments), in each case after giving effect to this Second AmendmentAmendment including, including its guarantee without limitation, the extension of credit to the Borrower in the form of Additional Term B-2 Commitments and Term B-2 Loans) and shall accrue to the benefit of the Obligations and the pledge of and/or grant of a security interest in its assets as Collateral pursuant to the Security Documents (as amended hereby) to secure such Obligations, all as provided in the Security Documents (as amended hereby), and acknowledges and agrees that such obligations, liabilities, guarantee, pledge and grant continue in full force and effect in respect of, and to secure, such Obligations under the Credit Agreement Agent and the other Loan DocumentsSecured Parties, in each case after giving effect to including without limitation, the Term B-2 Lenders. [Remainder of this Second Amendment.page left intentionally blank]

Appears in 1 contract

Samples: Credit Agreement (Koppers Holdings Inc.)

Reaffirmation. By executing and delivering a counterpart hereof, (i) each of the Borrower and the Subsidiary Guarantors party hereto hereby agrees that all Loans incurred by the Borrowers (including, without limitation, the 2013 New First-Lien Term Loans incurred by the US Borrower, the 2013 Converted Existing First-Lien Term Loans and the 2013 Converted Extended First-Lien Term Loans incurred pursuant to the 2013 Term Loan Conversion) and all Revolving Credit Exposure (including, without limitation, Revolving Credit Exposure incurred pursuant to the 2013 Extended Revolving Credit Commitments) Borrower shall be guaranteed pursuant to the First-Lien Guarantee and Collateral Agreement (as amended hereby) in accordance with the terms and provisions thereof and shall be secured pursuant to the First-Lien Security Documents (as amended hereby) in accordance with the terms and provisions thereof and (ii) each of the Borrower and each other Loan Party the Subsidiary Guarantors party hereto hereby (A) agrees that, notwithstanding the effectiveness of this Second Tenth Amendment, after giving effect to this Second Tenth Amendment, the First-Lien Security Documents continue to be in full force and effect, (B) agrees that all of the Liens and security interests created and arising under each Security Document remain in full force and effect on a continuous basis, and the perfected status and priority of each such Lien and security interest continues in full force and effect on a continuous basis, unimpaired, uninterrupted and undischarged, as collateral security for its obligations, liabilities and indebtedness under the Credit Agreement and under its guarantees in the Loan Documents, in each case, to the extent provided in, and subject to the limitations and qualifications set forth in, such Loan Documents (as amended by this Tenth Amendment) and (BC) affirms and confirms all of its obligations obligations, liabilities and liabilities indebtedness under the Credit Agreement and each other Loan Document (including the 2013 New First-Lien Term Loans, the 2013 Converted Existing First-Lien Term Loans, the 2013 Converted Extended First-Lien Term Loans and the Revolving Credit Exposure related to the 2013 Extended Revolving Credit Commitments)Document, in each case after giving effect to this Second Tenth Amendment, including its guarantee of the Obligations and the pledge of and/or grant of a security interest in its assets as Collateral pursuant to the Security Documents (as amended hereby) to secure such Obligations, all as provided in the Security Documents (as amended hereby)Documents, and acknowledges and agrees that such obligations, liabilities, guarantee, pledge and grant continue in full force and effect in respect of, and to secure, such Obligations under the Credit Agreement and the other Loan Documents, in each case after giving effect case, to the extent provided in, and subject to the limitations and qualifications set forth in, such Loan Documents (as amended by this Second Tenth Amendment).

Appears in 1 contract

Samples: Credit Agreement (On Semiconductor Corp)

Reaffirmation. By executing and delivering a counterpart hereof, (a) Each Loan Party hereby (i) each Borrower hereby agrees that all Loans incurred by expressly acknowledges the Borrowers (including, without limitation, terms of the 2013 New First-Lien Term Loans incurred by the US Borrower, the 2013 Converted Existing First-Lien Term Loans and the 2013 Converted Extended First-Lien Term Loans incurred pursuant to the 2013 Term Loan Conversion) and all Revolving Credit Exposure (including, without limitation, Revolving Credit Exposure incurred pursuant to the 2013 Extended Revolving Credit Commitments) shall be guaranteed pursuant to the First-Lien Guarantee and Collateral Agreement (as amended herebyby this Amendment), (ii) ratifies and affirms its obligations under the Loan Documents (including guarantees and security agreements) executed by the undersigned, (iii) acknowledges, renews and extends its continued liability under all such Loan Documents and agrees such Loan Documents remain in full force and effect, (iv) agrees that each Security Document secures all Obligations of the Loan Parties in accordance with the terms and provisions thereof and shall be secured (v) confirms this Amendment does not represent a novation of any Loan Document. Each Loan Party ratifies and confirms that all Liens granted, conveyed, or assigned to the Administrative Agent by such Person pursuant to each Loan Document to which it is a party remain in full force and effect, are not released or reduced, and continue to secure full payment and performance of the First-Lien Security Documents Obligations (in each case other than as amended hereby) any such Liens have been released or reduced from time to time in accordance with the terms and provisions thereof and Loan Documents prior to the date hereof). (iib) each Borrower and each other Each Loan Party hereby reaffirms, as of the Tenth Amendment Effective Date, (Ai) agrees thatthe covenants and agreements contained in each Loan Document to which it is a party, notwithstanding the effectiveness of this Second Amendmentincluding, in each case, such covenants and agreements as in effect immediately after giving effect to this Second AmendmentAmendment and the transactions contemplated thereby, the First-Lien Security Documents continue to be in full force and effect and (Bii) affirms and confirms all as applicable with respect to Domestic Loan Parties, its guarantee of its obligations and liabilities under payment of the Obligations pursuant to Article IX of the Credit Agreement and each other its grant of Liens on the Collateral to secure the Obligations. (c) Each Loan Document Party hereby certifies that, as of the date hereof (including the 2013 New First-Lien Term Loans, the 2013 Converted Existing First-Lien Term Loans, the 2013 Converted Extended First-Lien Term Loans and the Revolving Credit Exposure related to the 2013 Extended Revolving Credit Commitments), in each case immediately after giving effect to this Second Amendment, including its guarantee the occurrence of the Obligations Tenth Amendment Effective Date and the pledge effectiveness of and/or grant of the Amendment), the representations and warranties made by it contained in the Loan Documents to which it is a security interest party are true and correct in its assets all material respects with the same effect as Collateral pursuant if made on the date hereof, except to the Security Documents extent any such representation or warranty refers or pertains solely to a date prior to the date hereof (in which case such representation and warranty was true and correct in all material respects as amended herebyof such earlier date). (d) to secure such Obligations, all as provided in the Security Documents (as amended hereby), and Each Loan Party hereby acknowledges and agrees that the acceptance by the Administrative Agent and each applicable Lender of this document shall not be construed in any manner to establish any course of dealing on such obligationsPerson’s part, liabilitiesincluding the providing of any notice or the requesting of any acknowledgment not otherwise expressly provided for in any Loan Document with respect to any future amendment, guaranteewaiver, pledge and grant continue in full force and effect in respect of, and supplement or other modification to secure, such Obligations under the Credit Agreement and the other any Loan Documents, in each case after giving effect to this Second AmendmentDocument or any arrangement contemplated by any Loan Document.

Appears in 1 contract

Samples: Credit Agreement (DIEBOLD NIXDORF, Inc)

Reaffirmation. By executing Anything contained herein to the contrary notwithstanding, this Agreement is not intended to and delivering shall not serve to effect a counterpart hereofnovation of the “Obligations” (as defined in the Original Agreement). Instead, (i) each Borrower hereby agrees that all Loans incurred it is the express intention of the parties hereto to reaffirm the indebtedness, obligations and liabilities created under the Original Agreement and the Notes, which are evidenced by the Borrowers (including, without limitation, the 2013 New First-Lien Term Loans incurred Notes and secured by the US BorrowerCollateral. Each Credit Party acknowledges, ratifies, reaffirms and confirms that the 2013 Converted Existing First-Lien Term Loans Liens and the 2013 Converted Extended First-Lien Term Loans incurred security interests granted pursuant to the 2013 Term Loan Conversion) Security Documents secure the indebtedness, liabilities and all Revolving obligations of the Credit Exposure (includingParties to the Agent, without limitationthe Lenders and Holders under the Notes and the Original Agreement, Revolving Credit Exposure incurred as amended and restated pursuant to the 2013 Extended Revolving Credit Commitments) shall be guaranteed pursuant to Notes and this Agreement, respectively (except that the First-Lien Guarantee grants of security interests, mortgages and Collateral Agreement (as amended hereby) in accordance with the terms Liens under and provisions thereof and shall be secured pursuant to the First-Lien Security Documents (as amended hereby) in accordance with the terms and provisions thereof and (ii) each Borrower and each other Loan Party hereby (A) agrees that, notwithstanding the effectiveness of this Second Amendment, after giving effect to this Second Amendment, the First-Lien Security Documents continue to be in full force and effect and (B) affirms and confirms all of its obligations and liabilities under the Credit Agreement and each other Loan Document (including the 2013 New First-Lien Term Loans, the 2013 Converted Existing First-Lien Term Loans, the 2013 Converted Extended First-Lien Term Loans and the Revolving Credit Exposure related to the 2013 Extended Revolving Credit Commitments), in each case after giving effect to this Second Amendment, including its guarantee of the Obligations and the pledge of and/or grant of a security interest in its assets as Collateral pursuant to the Security Documents (as amended hereby) including previous grants of security interests, mortgages and Liens under and pursuant to secure such Obligations, all as provided in the Security Documents (as amended hereby)defined in the Original Agreement) shall continue unaltered, and acknowledges each other Transaction Document (including (a) any Notes previously issued and agrees that outstanding prior to the date hereof and (b) the Transactions Documents as such obligations, liabilities, guarantee, pledge and grant term is defined in the Original Agreement) shall continue in full force and effect in respect ofaccordance with its terms unless otherwise amended by the parties thereto, and the parties hereto hereby acknowledge, ratify, reaffirm and confirm the terms thereof as being in full force and effect and unaltered by this Agreement), that the term “Obligations” as used in the Transaction Documents (including the Transactions Documents as such term is defined in the Original Agreement) (or any other term used therein to securedescribe or refer to the indebtedness, such Obligations under liabilities and obligations of the Credit Parties to the Agent and the Lenders and Holders) includes the indebtedness, liabilities and obligations of the Credit Parties under this Agreement and the other Loan DocumentsNotes delivered or reaffirmed hereunder, and under the Notes and the Original Agreement, as amended and restated pursuant to US_142815097 the Notes and this Agreement, respectively, as the same further may be amended, modified, supplemented and/or restated from time to time and the parties hereto hereby acknowledge, ratify, reaffirm and confirm that all of such security interests, mortgages and Liens are intended and shall be deemed and construed to secure to the fullest extent set forth therein all now existing and hereafter arising Obligations under and as defined in this Agreement, as hereafter amended, modified, supplemented and/or restated from time to time. The Transaction Documents and all agreements, instruments and documents executed or delivered in connection with any of the foregoing shall each case after giving be deemed to be amended to the extent necessary to give effect to the provisions of this Second AmendmentSection 13.18. Each reference to the “Financing Agreement” or the “Notes” in any Transaction Document shall mean and be a reference to this Agreement and the Notes issued or reaffirmed hereunder, respectively (as each may be further amended, restated, supplemented or otherwise modified from time to time). Cross-references in the Transaction Documents to particular section numbers in the Original Agreement shall be deemed to be cross-references to the corresponding sections, as applicable, of this Agreement.

Appears in 1 contract

Samples: Financing Agreement (Elevate Credit, Inc.)

Reaffirmation. By executing and delivering a counterpart hereof, (i) each of the Borrower and the Subsidiary Guarantors party hereto hereby agrees that all Loans incurred by the Borrowers (including, without limitation, the 2013 New First-Lien Term Loans incurred by the US Borrower, the 2013 Converted Existing First-Lien Term Loans and the 2013 Converted Extended First-Lien Term Loans incurred pursuant to the 2013 Term Loan Conversion) and all Revolving Credit Exposure (including, without limitation, Revolving Credit Exposure incurred pursuant to the 2013 Extended Revolving Credit Commitments) Borrower shall be guaranteed pursuant to the First-Lien Guarantee and Collateral Agreement (as amended hereby) in accordance with the terms and provisions thereof and shall be secured pursuant to the First-Lien Security Documents (as amended hereby) in accordance with the terms and provisions thereof and (ii) each of the Borrower and each other Loan Party the Subsidiary Guarantors party hereto hereby (A) agrees that, notwithstanding the effectiveness of this Second Eighth Amendment, after giving effect to this Second Eighth Amendment, the First-Lien Security Documents continue to be in full force and effect, (B) agrees that all of the Liens and security interests created and arising under each Security Document remain in full force and effect on a continuous basis, and the perfected status and priority of each such Lien and security interest continues in full force and effect on a continuous basis, unimpaired, uninterrupted and undischarged, as collateral security for its obligations, liabilities and indebtedness under the Credit Agreement and under its guarantees in the Loan Documents, in each case, to the extent provided in, and subject to the limitations and qualifications set forth in, such Loan Documents (as amended by this Eighth Amendment) and (BC) affirms and confirms all of its obligations obligations, liabilities and liabilities indebtedness under the Credit Agreement and each other Loan Document (including the 2013 New First-Lien Term Loans, the 2013 Converted Existing First-Lien Term Loans, the 2013 Converted Extended First-Lien Term Loans and the Revolving Credit Exposure related to the 2013 Extended Revolving Credit Commitments)Document, in each case after giving effect to this Second Eighth Amendment, including its guarantee of the Obligations and the pledge of and/or grant of a security interest in its assets as Collateral pursuant to the Security Documents (as amended hereby) to secure such Obligations, all as provided in the Security Documents (as amended hereby)Documents, and acknowledges and agrees that such obligations, liabilities, guarantee, pledge and grant continue in full force and effect in respect of, and to secure, such Obligations under the Credit Agreement and the other Loan Documents, in each case after giving effect case, to the extent provided in, and subject to the limitations and qualifications set forth in, such Loan Documents (as amended by this Second Eighth Amendment).

Appears in 1 contract

Samples: Credit Agreement (On Semiconductor Corp)

Reaffirmation. By executing The parties hereto acknowledge and delivering a counterpart hereof, agree that (i) each this Fifth Amendment, any other Loan Document or other document or instrument executed and delivered in connection herewith do not constitute a novation, or termination of the obligations of the Borrower hereby agrees that all Loans incurred by and the Borrowers Subsidiary Guarantors under the Credit Agreement as in effect prior to the Fifth Amendment Effective Date (including, without limitationcollectively, the 2013 New First-Lien Term Loans incurred by the US Borrower, the 2013 Converted Existing First-Lien Term Loans and the 2013 Converted Extended First-Lien Term Loans incurred pursuant to the 2013 Term Loan Conversion“Obligations”) and all Revolving Credit Exposure (including, without limitation, Revolving Credit Exposure incurred pursuant to the 2013 Extended Revolving Credit Commitments) shall be guaranteed pursuant to the First-Lien Guarantee and Collateral Agreement (as amended hereby) in accordance with the terms and provisions thereof and shall be secured pursuant to the First-Lien Security Documents (as amended hereby) in accordance with the terms and provisions thereof and (ii) each such Obligations are in all respects continuing (as amended by this Fifth Amendment) with only the terms thereof being modified to the extent provided in this Fifth Amendment. Each of the Borrower and the Subsidiary Guarantors hereby consents to the entering into the Fifth Amendment and each of the transactions contemplated hereby, confirms its respective guarantees, pledges, grants of security interests, Liens and other obligations, as applicable, under and subject to the terms of the Security Documents to which it is a party and each of the other Loan Party hereby (A) Documents to which it is party, and agrees that, notwithstanding the effectiveness of this Second Amendmentthe Fifth Amendment or any of the transactions contemplated hereby, after giving effect to this Second Amendmentsuch guarantees, pledges, grants of security interests, Liens and other obligations, and the First-Lien terms of each of the other Security Documents to which it is a party and each of the other Loan Documents to which it is a party, are not impaired or affected in any manner whatsoever and shall continue to be in full force and effect and (B) affirms shall continue to secure all Guaranteed Obligations, as amended, reaffirmed and confirms all of its obligations and liabilities under the Credit Agreement and each other Loan Document (including the 2013 New First-Lien Term Loans, the 2013 Converted Existing First-Lien Term Loans, the 2013 Converted Extended First-Lien Term Loans and the Revolving Credit Exposure related to the 2013 Extended Revolving Credit Commitments), in each case after giving effect to this Second Amendment, including its guarantee of the Obligations and the pledge of and/or grant of a security interest in its assets as Collateral modified pursuant to the Security Documents (as amended hereby) to secure such Obligations, all as provided in Fifth Amendment or any of the Security Documents (as amended hereby), and acknowledges and agrees that such obligations, liabilities, guarantee, pledge and grant continue in full force and effect in respect of, and to secure, such Obligations under the Credit Agreement and the other Loan Documents, in each case after giving effect to this Second Amendmenttransactions contemplated thereby.

Appears in 1 contract

Samples: Credit Agreement (NRG Energy, Inc.)

Reaffirmation. By executing and delivering a counterpart hereofthis Second Amendment, (i) the Borrower and each Borrower other Loan Party hereby agrees that all Loans incurred by the Borrowers (including, without limitation, the 2013 New First-Lien Term any Loans incurred by the US Borrower, the 2013 Converted Existing First-Lien Term Loans and the 2013 Converted Extended First-Lien Term Loans incurred made pursuant to the 2013 Term Loan Conversion) and all 2021 Incremental Revolving Credit Exposure (including, without limitation, Commitments or the 2021 Refinancing Revolving Credit Exposure incurred pursuant to Commitments made available on the 2013 Extended Revolving Credit CommitmentsSecond Amendment Operative Date) shall be guaranteed pursuant to the First-Lien Guarantee and Collateral Agreement (as amended hereby) Guaranty in accordance with the terms and provisions thereof and shall be secured pursuant to the First-Lien Security Collateral Documents (as amended hereby) in accordance with the terms and provisions thereof thereof, and (ii) each the Borrower and each other Loan Party hereby (A) reaffirms its prior grant and the validity of the Liens granted by it pursuant to the Collateral Documents, (B) agrees that, notwithstanding the effectiveness of this Second Amendment, that after giving effect to this Second AmendmentAmendment and the Second Amendment Operative Date, the First-Lien Security Guaranty and the Liens created pursuant to the Collateral Documents for the benefit of the Secured Parties (including, without limitation, the 2021 Incremental Revolving Lenders and the 2021 Refinancing Revolving Lenders) continue to be in full force and effect and (BC) affirms affirms, acknowledges and confirms all its guarantee of its obligations and liabilities under the Credit Agreement and each other Loan Document (including the 2013 New First-Lien Term Loans, the 2013 Converted Existing First-Lien Term Loans, the 2013 Converted Extended First-Lien Term Loans to which it is a party and the Revolving pledge of and/or grant of security interest in its assets as Collateral to secure the Obligations under the Credit Exposure related to the 2013 Extended Revolving Credit Commitments)Agreement, in each case after giving effect to this Second Amendment, including its guarantee of the Obligations Amendment and the pledge of and/or grant of a security interest in its assets as Collateral pursuant to the Security Documents (as amended hereby) to secure such ObligationsSecond Amendment Operative Date, all as provided in the Security Documents (as amended hereby)such Loan Documents, and acknowledges and agrees that such obligations, liabilities, guarantee, pledge and and/or grant continue in full force and effect in respect of, and to secure, such the Obligations under the Credit Agreement and the other Loan Documents, each as amended hereby, including the 2021 Incremental Revolving Commitments and the 2021 Refinancing Revolving Commitments, in each case after giving effect to this Second AmendmentAmendment and the Second Amendment Operative Date.

Appears in 1 contract

Samples: First Lien Credit Agreement (Mister Car Wash, Inc.)

Reaffirmation. By executing The Reaffirming Parties, as party to the Credit Agreement, the Subsidiary Guaranty, the Security Documents and delivering the other Loan Documents (in each case, to which such Reaffirming Party is a counterpart hereofparty) and as amended, supplemented or otherwise modified from time to time, hereby (i) each Borrower hereby acknowledges and agrees that all Loans incurred by the Borrowers (including, without limitationTranche B-1 Term Loan Lenders, the 2013 New First-Lien Tranche B-2 Term Loans incurred by the US BorrowerLoan Lenders, the 2013 Converted Existing First-Lien Tranche B-3 Term Loan Lenders and the 2018 Revolving Lenders are Lenders and the Tranche B-1 Term Loans, the Tranche B-2 Term Loans, the Tranche B-3 Term Loans and the 2013 Converted Extended First-Lien Term 2018 Revolving Loans incurred pursuant to are Loans, and that all of its obligations under the 2013 Term Loan Conversion) and all Revolving Credit Exposure (includingAgreement, without limitation, Revolving Credit Exposure incurred pursuant to the 2013 Extended Revolving Credit Commitments) shall be guaranteed pursuant to the First-Lien Guarantee and Collateral Agreement (as amended hereby) in accordance with the terms and provisions thereof and shall be secured pursuant to the First-Lien Security Documents (as amended hereby) in accordance with and the terms and provisions thereof and (ii) each Borrower and each other Loan Party hereby (A) agrees that, notwithstanding the effectiveness of this Second Amendment, after giving effect Documents to this Second Amendment, the First-Lien Security Documents continue to be which it is a party are reaffirmed and remain in full force and effect on a continuous basis, (ii) ratifies and reaffirms (A) each Lien granted by it to the Collateral Agent for the benefit of the Secured Parties, (B) affirms and confirms all of its obligations and liabilities under the Credit Agreement and each other Loan Document (including the 2013 New First-Lien Term Loans, the 2013 Converted Existing First-Lien Term Loans, the 2013 Converted Extended First-Lien Term Loans and the Revolving Credit Exposure related to the 2013 Extended Revolving Credit Commitments), in each case after giving effect to this Second Amendment, including its guarantee of the Obligations and the pledge of and/or grant of a security interest in its assets as Collateral any guaranties made by it pursuant to the Security Documents (as amended hereby) to secure such ObligationsSubsidiary Guaranty, all as provided in the Security Documents (as amended hereby), and acknowledges and agrees that such obligations, liabilities, guarantee, pledge and grant continue in full force and effect in respect of, and to secure, such Obligations under the Credit Agreement and the other Loan DocumentsDocuments and (C) the validity and enforceability of all of such Liens and security interests heretofore granted, pursuant to and in connection with the Subsidiary Guaranty, the Security Documents or any other Loan Document to Collateral Agent, on behalf and for the benefit of each Secured Party, as collateral security for the obligations under the Loan Documents in accordance with their respective terms, (iii) acknowledges and agrees that the grants of security interests by the Obligors contained in the Security Agreement and any other Security Document shall remain, in each case full force and effect after giving effect to this Second Amendment, and (iv) agrees that the Obligations include, among other things and without limitation, the prompt and complete payment and performance by each Borrower when due and payable (whether at the stated maturity, by acceleration or otherwise) of principal and interest on, and premium (if any) on, the Tranche B-1 Term Loans, the Tranche B-2 Term Loans, the Tranche B-3 Term Loans and the 2018 Revolving Loans under the Credit Agreement and are entitled to the benefits of the guarantees and the security interests set forth or created in the Subsidiary Guaranty, the Security Documents and the other Loan Documents. Nothing contained in this Amendment shall be construed as substitution or novation of the obligations outstanding under the Credit Agreement or the other Loan Documents, which shall remain in full force and effect, except to any extent modified hereby.

Appears in 1 contract

Samples: Credit Agreement (Ferro Corp)

Reaffirmation. By executing and delivering a counterpart hereofsigning this Amendment, (i) each Borrower hereby agrees that all Loans incurred by the Borrowers (including, without limitation, the 2013 New First-Lien Term Loans incurred by the US Borrower, the 2013 Converted Existing First-Lien Term Loans and the 2013 Converted Extended First-Lien Term Loans incurred pursuant to the 2013 Term Loan Conversion) and all Revolving Credit Exposure (including, without limitation, Revolving Credit Exposure incurred pursuant to the 2013 Extended Revolving Credit Commitments) shall be guaranteed pursuant to the First-Lien Guarantee and Collateral Agreement (as amended hereby) in accordance with the terms and provisions thereof and shall be secured pursuant to the First-Lien Security Documents (as amended hereby) in accordance with the terms and provisions thereof and (ii) each Borrower and each other Loan Party hereby confirms that (Aa) agrees that, notwithstanding the effectiveness of this Second Amendment, after giving effect to this Second AmendmentAmendment and the transactions contemplated hereby, the First-Lien obligations of such Credit Parties under the Amended Credit Agreement (including with respect to the 2020 Additional Term Loans contemplated by this Agreement) and the other Credit Documents (i) are entitled to the benefits of the guarantees and the security interests set forth or created in the Amended Credit Agreement, the Security Agreement, the other Security Documents and the other Credit Documents, (ii) constitute “Guaranteed Obligations” and “Obligations” for purposes of the Amended Credit Agreement, the Security Agreement, the other Security Documents and all other Credit Documents, (iii) each Guarantor hereby confirms and ratifies its continuing unconditional obligations as Guarantor under the Credit Agreement as amended hereby with respect to all of the Guaranteed Obligations and (iv) each Credit Document to which such Credit Party is a party is, and shall continue to be be, in full force and effect and (B) affirms is hereby ratified and confirms confirmed in all of its obligations respects and liabilities under the Credit Agreement and each other Loan Document (including the 2013 New First-Lien Term Loans, the 2013 Converted Existing First-Lien Term Loans, the 2013 Converted Extended First-Lien Term Loans and the Revolving Credit Exposure related to the 2013 Extended Revolving Credit Commitments), in each case after giving effect to this Second Amendment, including its guarantee of the Obligations and the pledge of and/or grant of a security interest in its assets as Collateral pursuant to the Security Documents (as amended hereby) to secure such Obligations, all as provided in the Security Documents (as amended hereby), and acknowledges and agrees that such obligations, liabilities, guarantee, pledge and grant continue shall remain in full force and effect according to its terms (in respect ofthe case of the Credit Agreement, as amended hereby) and to secure, such Obligations under (b) each 2020 Additional Term Loan Lender shall be a “Secured Creditor” and a “Lender” (including without limitation for purposes of the definition of “Required Lenders” contained in Section 1.01 of the Amended Credit Agreement) for all purposes of the Amended Credit Agreement and the other Loan Credit Documents. Each Credit Party ratifies and confirms that all Liens granted, conveyed, or assigned to any Agent by such Person pursuant to any Credit Document to which it is a party remain in each case after giving effect full force and effect, are not released or reduced, and continue to this Second Amendmentsecure full payment and performance of the Obligations as increased hereby.

Appears in 1 contract

Samples: Credit Agreement (Iridium Communications Inc.)

Reaffirmation. By executing and delivering a counterpart hereof, (i) each Borrower Credit Party hereby agrees that that, as of the Third Amendment Effective Date and after giving effect to this Third Amendment, all Loans incurred by the Borrowers (including, without limitation, the 2013 New First-Lien Term Loans incurred by the US Borrower, the 2013 Converted Existing First-Lien Term Loans and the 2013 Converted Extended First-Lien Term Loans incurred pursuant to the 2013 Term Loan Conversion) and all Revolving Credit Exposure (including, without limitation, Revolving Credit Exposure incurred pursuant to the 2013 Extended Revolving Credit Commitments) Obligations of each Borrower shall be guaranteed pursuant to the First-Lien Guarantee and Collateral Agreement (as amended hereby) Guaranty in accordance with the terms and provisions thereof and shall be secured pursuant to the First-Lien Security Documents (as amended hereby) in accordance with the terms and provisions thereof thereof; and (ii) each Borrower and each other Loan Credit Party hereby (A) agrees that, notwithstanding the effectiveness of this Second Third Amendment, as of the Third Amendment Effective Date and after giving effect to this Second Third Amendment, except as set forth in Section 2(d) above, the First-Lien Security Documents continue to be in full force and effect and effect, (B) except as set forth in Section 2(d) above, agrees as of the Third Amendment Effective Date that all of the Liens and security interests created and arising under each Security Document remain in full force and effect on a continuous basis, and the perfected status and priority of each such Lien and security interest continues in full force and effect on a continuous basis, unimpaired, uninterrupted and undischarged, as collateral security for all Obligations under the Loan Documents (as modified hereby) to which it is a party, in each case, to the extent provided in, and subject to the limitations and qualifications set forth in, such Loan Documents (as amended by this Third Amendment) and (C) as of the Third Amendment Effective Date, affirms and confirms all of its obligations and liabilities under the Amended Credit Agreement and each other Loan Document (including the 2013 New First-Lien Term Loans, the 2013 Converted Existing First-Lien Term Loans, the 2013 Converted Extended First-Lien Term Loans and the Revolving Credit Exposure related to the 2013 Extended Revolving Credit Commitmentsthis Third Amendment), in each case case, after giving effect to this Second Third Amendment, including its guarantee of the Obligations and the pledge of and/or grant of a security interest in its assets as Collateral pursuant to the Security Documents (as amended hereby) to secure such Obligations, all as provided in the Security Documents (as amended hereby)Documents, and acknowledges and agrees that that, except as set forth in Section 2(d) above, as of the Third Amendment Effective Date such obligations, liabilities, guarantee, pledge and grant continue in full force and effect in respect of, and to secure, such Obligations under the Amended Credit Agreement and the other Loan Documents, in each case after giving effect to this Second Third Amendment.

Appears in 1 contract

Samples: Credit Agreement (PGT Innovations, Inc.)

Reaffirmation. By executing and delivering a counterpart hereof, (i) each Borrower Credit Party hereby agrees that that, as of the Second Amendment Effective Date and after giving effect to this Second Amendment and the transactions contemplated hereby, all Loans incurred by Obligations of the Borrowers Borrower (including, without limitation, the 2013 New First-Lien Term Loans incurred by the US Borrower, the 2013 Converted Existing First-Lien Term Loans and the 2013 Converted Extended First-Lien Term Loans incurred pursuant to the 2013 Term Loan Conversion) and all Revolving Credit Exposure (including, without limitation, Revolving Credit Exposure incurred pursuant with respect to the 2013 Extended 2022-B New Revolving Credit Commitments) shall be guaranteed pursuant to the First-Lien Guarantee and Collateral Agreement (as amended hereby) in accordance with the terms and provisions thereof and shall be secured pursuant to the First-Lien Security Documents (as amended hereby) in accordance with the terms and provisions thereof and thereof; (ii) each Borrower and each other Loan Credit Party hereby (A) agrees that, notwithstanding the effectiveness of this Second Amendment, as of the Second Amendment Effective Date and after giving effect to this Second Amendmentthereto, the First-Lien Security Documents continue to be in full force and effect, (B) agrees that, as of the Second Amendment Effective Date and after giving effect to this Second Amendment and the transactions contemplated hereby, all of the Liens and security interests created and arising under each Security Document to which it is a party remain in full force and effect on a continuous basis, and the perfected status and priority of each such Lien and security interest continues in full force and effect on a continuous basis, unimpaired, uninterrupted and undischarged, as collateral security for its Obligations under the Credit Documents (as modified hereby) to which it is a party, in each case, to the extent provided in, and subject to the limitations and qualifications set forth in, such Credit Documents (as modified hereby) and (BC) affirms and confirms all of its obligations and liabilities under the Credit Agreement and each other Loan Credit Document (including the 2013 New First-Lien Term Loans, the 2013 Converted Existing First-Lien Term Loans, the 2013 Converted Extended First-Lien Term Loans and the Revolving Credit Exposure related as modified hereby) to the 2013 Extended Revolving Credit Commitments)which it is a party, in each case after giving effect to this Second AmendmentAmendment and the transactions contemplated hereby, including its guarantee of the Obligations and the pledge of and/or grant of a security interest in its assets as Collateral pursuant to the Security Documents (as amended modified hereby) to which it is a party to secure such Obligations, all as provided in the Security Documents (as amended modified hereby), and acknowledges and agrees that that, as of the Second Amendment Effective Date, such obligations, liabilities, guarantee, pledge and grant continue in full force and effect in respect of, and to secure, such Obligations under the Credit Agreement and the other Loan Credit Documents, in each case after giving effect to this Second AmendmentAmendment and the incurrence of the 2022-B Revolving Commitment Increase effected hereby and the other transactions contemplated hereby; and (iii) each Guarantor agrees that nothing in the Credit Agreement, this Second Amendment or any other Credit Document shall be deemed to require the consent of such Guarantor to any future amendment to the Credit Agreement. This Second Amendment shall not extinguish the obligations of the parties outstanding under the Security Documents or discharge, release or otherwise change the priority of any Lien on any Collateral pursuant to any of the Security Documents. Nothing herein contained shall be construed as a substitution or novation of the obligations, guarantees and liabilities outstanding under the Security Documents, and it is the intent of the parties hereto to confirm that all of the respective obligations of each of the Borrower and each other Credit Party under the Security Documents to which it is a party shall continue in full force and effect.

Appears in 1 contract

Samples: Credit Agreement (Vistra Corp.)

Reaffirmation. By executing and delivering a counterpart hereofAs of the First Restatement Effective Date, (i) each Borrower hereby agrees that all Loans incurred by the Borrowers (including, without limitation, the 2013 New First-Lien Term Loans incurred by the US Borrower, the 2013 Converted Existing First-Lien Term Loans and the 2013 Converted Extended First-Lien Term Loans incurred pursuant to the 2013 Term Loan Conversion) and all Revolving Credit Exposure (including, without limitation, Revolving Credit Exposure incurred pursuant to the 2013 Extended Revolving Credit Commitments) shall be guaranteed pursuant to the First-Lien Guarantee and Collateral Agreement (as amended hereby) in accordance with the terms and provisions thereof and shall be secured pursuant to the First-Lien Security Documents (as amended hereby) in accordance with the terms and provisions thereof and (ii) each Borrower and each other Loan Party hereby confirms that (Aa) agrees that, notwithstanding the effectiveness of this Second AmendmentRestatement and the transactions contemplated hereby, (i) the obligations of such Credit Parties under the Amended and Restated Credit Agreement (including, from and after giving effect the First Restatement Effective Date, with respect to the Initial Term Loans contemplated by this Second AmendmentAgreement) and the other Credit Documents are entitled to the benefits of the guarantees and the security interests set forth or created in the Amended and Restated Credit Agreement, the First-Lien Security Agreement, the other Security Documents and the other Credit Documents and constitute “Guaranteed Obligations” and “Obligations” for purposes of the Amended and Restated Credit Agreement, the Security Agreement, the other Security Documents and all other Credit Documents, (ii) each Guarantor hereby confirms and ratifies its continuing unconditional obligations as Guarantor under the Existing Credit Agreement as amended hereby with respect to all of the Guaranteed Obligations and (iii) each Credit Document to which such Credit Party is a party is, and shall continue to be be, in full force and effect and (B) affirms is hereby ratified and confirms confirmed in all of its obligations respects and liabilities under the Credit Agreement and each other Loan Document (including the 2013 New First-Lien Term Loans, the 2013 Converted Existing First-Lien Term Loans, the 2013 Converted Extended First-Lien Term Loans and the Revolving Credit Exposure related to the 2013 Extended Revolving Credit Commitments), in each case after giving effect to this Second Amendment, including its guarantee of the Obligations and the pledge of and/or grant of a security interest in its assets as Collateral pursuant to the Security Documents (as amended hereby) to secure such Obligations, all as provided in the Security Documents (as amended hereby), and acknowledges and agrees that such obligations, liabilities, guarantee, pledge and grant continue shall remain in full force and effect according to its terms (in respect ofthe case of the Existing Credit Agreement, as amended hereby) and to secure, such Obligations under (b) each Additional Refinancing Term Loan Lender shall be a “Secured Creditor” and a “Lender” for all purposes of the Amended and Restated Credit Agreement and the other Loan Credit Documents. Each Credit Party ratifies and confirms its prior grant and the validity of all Liens granted pursuant to the Credit Documents and that all Liens granted, conveyed, or assigned to any Agent by such Person pursuant to any Credit Document to which it is a party remain in each case after giving effect full force and effect, are not released or reduced, and continue to this Second Amendmentsecure full payment and performance of the Obligations as increased hereby.

Appears in 1 contract

Samples: Amendment and Restatement Agreement (VERRA MOBILITY Corp)

Reaffirmation. By Section 6.01. Each of Parent and each Credit Party hereby acknowledges and agrees that it expects to realize substantial direct and indirect benefits as a result of the transactions contemplated by this Third Amendment and the extension of credit to the Borrower in the form of the Revolving Loans and the Term Loans from and after the date hereof. Section 6.02. Each of Parent and each Credit Party hereby acknowledges its receipt of this Third Amendment (including, for the avoidance of doubt, the Annexes attached hereto) and its review of the terms and conditions thereof and consents to the terms and conditions of this Third Amendment (including, for the avoidance of doubt, the Annexes attached hereto) contemplated hereby and thereby, including the extension of credit to the Borrower in the form of the Revolving Loans and the Term Loans from and after the date hereof. Section 6.03. Each of Parent and each Credit Party, by executing and delivering a counterpart copy hereof, hereby (i) each Borrower hereby agrees that all Loans incurred by affirms and confirms its guarantee, pledge, grant and other agreements under and pursuant to the Borrowers applicable Guaranty and the Security Documents (including, without limitation, the 2013 New First-Lien Term Loans incurred any such Security Documents governed by the US Borrowerlaws of New York, the 2013 Converted Existing First-Lien Term Loans Brazil, Cayman, Island of Guernsey, Mexico, Netherlands, Norway, Scotland, Bahamas, Isle of Man, Vanuatu and the 2013 Converted Extended First-Lien Term Loans incurred pursuant to the 2013 Term Loan Conversion) England and all Revolving Credit Exposure (including, without limitation, Revolving Credit Exposure incurred pursuant to the 2013 Extended Revolving Credit Commitments) shall be guaranteed pursuant to the First-Lien Guarantee and Collateral Agreement (as amended hereby) in accordance with the terms and provisions thereof and shall be secured pursuant to the First-Lien Security Documents (as amended herebyWales) in accordance with the terms and provisions thereof and (ii) each Borrower and each other Loan Party hereby (A) agrees that, notwithstanding the effectiveness of this Second Third Amendment, after giving effect to this Second Amendment, the First-Lien (x) each such Guaranty and Security Documents continue Document continues to be in full force and effect and (By) affirms all guarantees, pledges, grants and confirms all of its obligations and liabilities under the Credit Agreement and each other Loan Document (including the 2013 New First-Lien Term Loans, the 2013 Converted Existing First-Lien Term Loans, the 2013 Converted Extended First-Lien Term Loans and the Revolving Credit Exposure related agreements thereunder shall continue to the 2013 Extended Revolving Credit Commitments), in each case after giving effect to this Second Amendment, including its guarantee of the Obligations and the pledge of and/or grant of a security interest in its assets as Collateral pursuant to the Security Documents (as amended hereby) to secure such Obligations, all as provided in the Security Documents (as amended hereby), and acknowledges and agrees that such obligations, liabilities, guarantee, pledge and grant continue be in full force and effect in respect ofwithout interruption to secure the Secured Obligations (including, for the avoidance of doubt, the Revolving Loans and to secure, such Obligations Term Loans made by the Lenders from and after the date hereof and all other obligations under the Credit Agreement Documents as each such Credit Document may be amended on the date hereof and the other Loan Documentsas it may be further amended, restated, modified or supplemented from time to time), in each case after giving effect to this Second Amendmentcase, as such agreements and other documents are being amended hereby or in connection herewith.

Appears in 1 contract

Samples: Credit Agreement and Forbearance Agreement (Trico Marine Services Inc)